


Blessing In Disguise

by Shade_Penn1



Category: Spectacular Spider-Man (TV)
Genre: Alternate Universe - Canon Divergence, Angst and Humor, Drama, Genderbending
Language: English
Status: In-Progress
Published: 2011-12-25
Updated: 2012-10-21
Packaged: 2017-10-28 01:47:19
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 15
Words: 49,485
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/302381
Author URL: https://archiveofourown.org/users/Shade_Penn1/pseuds/Shade_Penn1
Summary: <blockquote class="userstuff">
              <p>What if the spider that had bit Peter was female? And what if the changes made to his DNA weren't finished? This explores the "What if" that a single yet significant change made, leaving Peter in a very jarring situation that he-or rather-she has to deal with now.</p>
            </blockquote>





	1. Chapter 1

A/N: I own nothing but, no I own nothing. *Sigh* Anyway, this has been something that has been nagging me for a bit. I get the gender-swap thing, I even use it, but this is an idea I don't think anyone else has come up with yet. Or at least in this context at least.

Summary: What if the spider that had bit Peter was female? And after gaining his powers, the change wasn't fully finished, leaving him with a very jarring situation that he-or rather-she has to deal with now.

Pairing: As of yet to be decided.

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A red and blue figure swung through the night sky of the concrete jungle. To any onlooker the figure would've looked male at first glance. And up until two weeks ago that glance would've been right.

Now…well, it was certainly interesting what a few vocal lessons from the Internet and a 'man suit' for the front could do. Though the red and blue spandex didn't hide the curves and lines well at all; and anyone who did notice always ended up taking second glances to make sure they were seeing right.

After all, how could a man change into a woman without any rhyme or reason? It was impossible, wasn't it? It just didn't make any sense, right?

Wrong.

Apparently all it took was one little thing. One… little…eight-legged thing.

Seemed like spider DNA did more than just give you super powers if you happened to be the opposite gender from the spider. Who would've guessed? Certainly not Spider-Man given the situation.

And while 'he' was trying to 'make a bad situation better.' It was incredibly tough, though he still had to refer to him as 'she' from now on. One of the many things he was (uncomfortably) adjusting to.

While he could try and pretend that he was a boy still, the evidence that said otherwise would always be under his clothes.

At the moment, he was-correction, she was still swinging through the night sky and was going on with her nightly patrol and tried not to let the change bring her down on her role as hero.

'Tell me something better.' She thought swinging from a building past the Daily Bugle window and wall ran on the building side. 'How I spent my summer vacation; by Peter Benjamin Parker.' Her names would be the only things she's never dream of changing. She jumped off the building and continued on web swinging.

'I can sum it up in one, glorious hyphenated word: Spider-Man.' She shot out another web and sailed upward, her need to assert her 'gender' coming out, even though no one was around to hear it. "I am the Spectacular Spider-Man!" she shouted in her disguised voice; which she had perfected to sound almost exactly like her old one before the 'Big Change' had happened.

And not the change when she woke up with spider powers. The one where she woke up a woman after spending 16 years of her life a guy. Quite shocking she might add.

Spider-Man let go of the web as she landed on top of a pointed building, crouching down as she held onto the pinnacle. 'Only one thing missing. It's my last night before school starts, and I could really use some action.' She thought just as she heard an alarm system going on off and sliding down the edge, swan diving off the building before letting out another shot and landed on a ledge of another building, seeing that the mooks were crooks she had stopped before.

She web-shot at Alex O'Hirn and yanked him back when he jumped-or tried to anyway-to the next building and webbed him up in a cocoon and left him tied hanging upside down to a pole.

A light from her belt lit up and casted a 'spider signal' of her mask onto Flint Marko, who covered his face from the light as he turned around. "Oh no, not again!"

"Yep, again." Spider-Man chuckled. "What is this Marko, like the third time this summer?"

Behind Spider-Man, O'Hirn was struggling to get out of the web. "Just wait until I get my hands on you, ya skinny little creep!"

Spider-Man ignored him as she turned off the spotlight and jumped. When she landed on the roof, she flipped over Marko. "So Marko, tell me; the new spider signal, too much?" she bantered as she went around him to avoid getting hit with the sack he swung at her. "It's just that it's , first night trying it out." She continued as she dodged getting hit again and went back in front of him. She pushed her fist forward, like she was about to hit him, but her fist went over his shoulder and she webbed the bag O'Hirn dropped. "I'm just not sure it screams 'Friendly Neighbourhood Spider-Man.'" She yanked it back and it hit Marko in the face, sending him flying back. "Be brutal."

She hogtied him up with her webs and placed her hands on her hips. "As a guy with a lot of experience getting thrashed by…well, me." She shrugged. "I really value your opinion."

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Despite the fact she had wanted nothing more than to just hide away under a rock and never come out again for the rest of her life after her 'Big Change' happened; she couldn't wait to go back to school now. It was weird. 'I've never been so pumped for the first day of school, because today; everything changes.' Peter thought somewhat ruefully as she pulled a white long-sleeved shirt over her costume, having already put pants on. She put on a blue short-sleeved shirt over her white shirt and grabbed her pack.

She knew everything would be different from her perspective, there was no doubt about that in the least. And while she could still pass off as a boy, her face still looked a little feminine and her slightly-passed-the-ear haircut was pushing it.

Still, there was nothing on her current appearance that could give her away. Not unless she took all her clothes and man suit off in public of course. But what were the chances of that ever happening? Not too mention streaking was highly illegal so it was most likely never going to happen. Thank God for small mercies.

Peter headed down-more like almost ran down-the stairs but stopped short of the kitchen, hearing her Aunt May talking with her best friend, Anna Watson.

"It isn't getting any easier, Anna; we're almost out of money." Aunt May said.

"But May, I'm sure Ben-" Anna started.

"Ben Parker was many, many wonderful things, but a financial wizard he was not." Aunt May said and sighed, slouching as she looked into her tea cup. "I miss him so." She paused and straightened up. "But listen to me go on." She waved her hand dismissively. "But please, not a word of this to Peter. I don't want he-him to be concerned."

While Anna seemed not to notice the slip, Peter did, and it gave her a sharp reminder that this change was difficult for everyone who knew. Peter went back up the last two steps and stomped on them so the two women in the kitchen could clearly hear her coming and she also cleared her throat when she walked into the kitchen. "Hey, Aunt May. How's the most beautiful girl in Forest Hills this morning?"

Aunt May laughed lightly as Peter kissed her cheek. "Oh, Peter." She chuckled and handed her a brown paper bag. "Now hurry off, you don't want to be late on your first day."

Peter looked back at her as she walked over and opened the door. "No ma'am." She paused, giving her aunt a worried look from the corner of her eye before walking out and shutting the door behind her.

She headed off to the bus stop corner and when it arrived, she found a surprisingly empty seat and put her pack on her lap; letting her mind drift to the day that changed her life. And not the day she got her powers, no matter how life changing that was all on its own.

(Flashback)

She remembered feeling woozy and nauseous so she had taken the night off as Spider-Man, and had all but collapsed onto her bed; her eyes drooping shut.

Peter had been completely unaware of how long she had been asleep for, so she didn't know that when she had failed to come downstairs at all in the morning and the early afternoon, her Aunt May had gone up to her room to try and wake her up; only to get no response.

She also didn't know that her aunt had called an ambulance when she had failed to wake her up. She didn't know that gaining spider powers wasn't the only thing that had changed in her DNA. She didn't know about the external and internal-her literal anatomy-changes she had started undergoing while she was asleep in a hospital bed.

She didn't know she had been labeled a 'medical mystery' as none of the doctors could answer why she went into a 'coma' and they certainly couldn't explain how a teenage boy could become a teenage girl without any scientific explanation for it.

She didn't even know that by the end of her 'second change' which she would forever call her 'Big Change' from now on, that five days had gone by without her being even slightly aware.

The only thing she did know now was that something was different. Maybe it was because she was in a hospital bed. Or maybe, just maybe…it was because she was freaking naked.

"WHERE ARE MY CLOTHES!?"

(Flashback Ends)

After the bus let the students off, Peter looked up at the archway entrance to the school ground. 'The Parker's are desperate for cold hard cash, but I'm not letting that spoil this moment.' She thought and felt guilty. She knew very well that she had only added to their money problems by landing herself in the hospital.

"Hey Pete!"

Peter looked over to see her two best friends Gwen Stacy and Harry Osborn walking over. "Harry, Gwen, how'd summer treat you?"

"Science camp was fun." Gwen replied.

Harry waved his hand in a blasé manner. "Yeah, well, the world tour thing stunk. My dad spent the whole trip locked in boardrooms, so I spent it locked in boredom. I shoulda just stayed in town Pete, least we coulda done nothing together. But now we're back! So you ready for the torture that is M-Q?"

"I'll be different now." Peter replied looking over at Sally Avril, who was sitting on the stone part of the water fountain. More specifically, she looked at the blond cheerleader's hair.

"Really, cause you spent half sophomore year stuffed in a locker." Harry said somewhat dubiously, but Peter began walking over to Sally. "Uh, Pete, where are you going?"

'To face my destiny.' Peter thought somewhat sarcastically. 'Peter Parker's a wall crawler, not a wall flower. And my life, is about to change-more so than it already has.' She added as her resolve built-she was gonna do it. She was gonna ask where Sally got her hair done. "U-uh, S-S-Sally?"

"What's he…?"Harry put a hand on his head in disbelief. Completely misinterpreting the scene before him. "Is he…?"

"I think he is." Gwen replied just as surprised. But also completely misinterpreting the scene too.

"ARE YOU DAMAGED?" Sally yelled.

Both Harry and Gwen winced as they replied in unison, "He did."

No. Wrong. They were so wrong.

"Why in the world would you ever think I'd go out with Midtown High's champion geek?" Sally yelled.

"Hey Rand. Check it out, 'Puny Parker's' hittin' on your girl."

Peter's eyes widened for a completely different reason than the accusation. They thought…? Even though Sally had cut her off at "Go-" before she could ask her question, it did sound like she was going to ask her out. She seriously felt like laughing, but self-preservation kicked in. 'When in Rome.' She thought seeing how the situation was going to play out.

She turned around and she didn't have to fake her nervousness as Flash Thompson, Rand Robertson, and Liz Allan walked up. "E-eh, Rand, I-I-I didn't know you two were-"

"'S cool." Rand interrupted.

"Cool?" Sally repeated incredulously as Peter felt only relief. Sally walked up to Rand and pointed at his chest. "You don't care?"

"Why, you wanna go out with him?" Rand questioned.

Sally looked back at Peter with contempt. "I want to walk on a Parker free planet, thank you very much." She said and the surrounding students laughed.

Peter let out a small, startled gasp as Flash grabbed her by the collar of her shirt. "Lucky you didn't try this with my girl. If your geek sweat got within one mile of Liz-"

"Back off, Flash. I won't be your punching bag anymore; things have changed." Peter growled glaring at him, feeling very unsettled. There was a reason she was trying to keep most people at arm's length if she could help it; because they may see she didn't look all that male.

Flash pushed her back and she went tumbling over Kenny Kong, her back hitting the stone part of the fountain as Flash and the students laughed again. "You gonna threaten me dude? Nerd thinks he's Spider-Man." He said eating a sandwich.

Peter suddenly got a sinking feeling in her stomach as she looked into her brown paper bag and her jaw dropped a little as all that was left of her lunch was a juice box. "Oh, my lunch!"

As if she wanted to go on a diet. She was puny enough as it was.

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The bell rang and just as the students were about to leave homeroom Science, Mr. Warren called out, "Chapter 1 by tomorrow ladies and gentlemen. Mi-Mr. Parker, Miss Stacy; a word." He added.

As Peter and Gwen exchanged glances, Peter tried not to grimace. Apparently even the teachers were going to have difficulties with her change.

Just before school had started, two day before to be precise, her Aunt May and a trusted professional had explained to her principal about her 'special condition.' And after getting a copy of her schedule, her teachers-to-be before those classes were also informed.

Biology, P.E, English, and Math. She had no problem with any of but P.E. Hell, she even had a problem with it when she was still a boy. Still, the phrase that was quickly becoming her personal mantra sounded in her head. 'Make the best of a bad situation.'

Unaware of Peter's thoughts, Mr. Warren continued. "I wondered if either of you remembered the field trip we took last year, to the laboratory od Dr. Curtis Connors, at Empire State University."

Oh, Peter certainly remembered that day. She was never going to forget it either.

(Flashback)

A glasses wearing, nerdier-not to mention still male-Peter saw a spider on his hand and slapped it away after it bit him. "Ah!"

(Flashback Ends)

Yes, she never forget that day. Peter rubbed her hand where the spider had bit her. "Trust me, that's one field trip I'll never forget."

Ain't that the truth.

"Me either." Gwen added, completely oblivious to Peter's true thoughts about the trip. "Dr. Connors research was thrilling."

"I'm glad you feel that way." Mr. Warren replied sounding truly glad. "Because he's offering two internships to promising high schoolers. I recommended my two star pupils. You start this afternoon."

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"Since it's the first day, we're gonna play a good ole game of dodge ball." The Coach, also the gym teacher obviously, started.

Peter didn't hear too much, but from what she did hear made her resist the urge to groan. At the 'friendly' game of dodge ball…and at the sudden discomfort in her side.

It didn't hurt, but it was incredibly uncomfortably; like there was a knot in her side and it wouldn't loosen.

Then of course there was the general discomfort of being the only girl in a class of boys-not that any of them other than the teacher knew that-and worse off; most of them would use her as target practice. Like Flash and Kenny for example.

Stick a fork in her, she was done…

…or was she?

Peter's hand went up into the air so fast she had to bit her tongue to resist from screaming in surprise and pain when her side spasmed painfully. "I need to go to the nurses' office!"

There was some snickering and muttering of 'Puny Parker' from the male students as Coach stared at her. "What for? Ya sick?"

"Uh, yeah!" Peter grasped onto the suggestion like a lifeline. "I think I might have the flu…or something."

Coach just waved her off dismissively. "Yeah, yeah, get out of here; don't want you throwing up in my gym."

Peter nearly ran out of the gym to the nurses' office. She knew it wasn't the flu or stomach virus, but it was something. Who knows, maybe it would provide a reason as to why her behaviour had been all over the place.

Anyway, once she got to the nurses' office, she quickly remembered she didn't know if the nurse knew. If she didn't, then this would be awkward. Who was kidding really though? It'd be awkward any if she did know.

"Do you know?" she asked bluntly. Better to just it over with now, huh?

The school nurse looked mildly amused. "That you are a woman, Miss Parker?"

Peter didn't know why, but being called a 'woman' made her feel uneasy. Especially since she was still technically young enough to be called a 'girl.' Shouldn't it have been 'young woman' at least? She closed the door behind her as she nodded. "Yeah, that."

The nurses' amusement was covered up by a professional mask. "What seems to be the problem, Miss Parker?"

Peter grimaced; she wasn't sure or think she could-no, would get used to being called 'Miss.' "It's my side. It doesn't hurt, but it is uncomfortable. Like there's a knot in my side. And lately my mood's been all over the place."

That amused look threatened to break through the nurses' professional look. "Miss Parker, you are perfectly fine. What happening is a normal female thing."

"But what is it?" Peter questioned annoyed and wishing she could get her answer.

"You have PMS." The nurse retorted bluntly.

Peter stared at her blankly. "…" The words 'Careful what you wish for' coming into her cynical mind. "PMS?"

The nurse nodded. "Pre-Menstrual Syndrome, yes."

Peter's eyes looked almost unwilling down at her lap from the seat she was sitting on. "You mean I'm going to…bleed…down there?"

The nurse nodded again.

"Oh." Was the only thing Peter could say before she felt light-headed and her eyes rolled to the back of her skull as she collapsed onto the cot that was conveniently beside her.

Finally, a normal reaction to how anyone in her shoes would have reacted. Still, she took it rather well didn't she? Least she didn't blow up and scream her secret to the whole school.


	2. Chapter 2

"Ah, thanks for letting me kill time at your place, Harry." Peter said sitting down on the couch, trying to push what the nurse said and the pamphlets she had been given to the back of her mind. At least for now. Though she was glad the nurse gave her some Tylenol. It was still working even now. "I'm not due at the ESU lab for another hour."

"I'm just surprised you're not hanging at the school paper." Harry replied sitting down too. "Aren't you like their star photographer or something?"

"Not anymore." Peter replied. "Someone else can take pictures of Flash prancing around the grid iron. I'll be too busy raking in the green."

"Eh, is this part of the same reality where Sally Avril's-" Harry started, but Peter but him off by waving her hand.

'When in Rome, remember.' She thought to herself in annoyance. "A minor setback, but, at least this lab job solves the Parker money problems." Peter replied and when she stood up, she spread her arms to indicate the whole room. "I mean, look around; all this stuff belongs to your dad, and he's a scientist."

"Boys! Come out here!" Peter slapped a hand over her face as Harry looked agitatedly out at the terrace. Both of them walked out onto the terrace, each having varying degrees of nervousness on their faces. "I couldn't help over hearing." Osborn sad sitting in his chair.

"I -I-I'm sorry, Mr. Osborn-" Peter tried to apologize, but Osborn stood up from his chair.

"Don't you dare apologize, son. I never do." Osborn replied. "So what's this about a lab job?"

"At ESU working with Curt Connors." Peter replied.

"Ah, Connors, quite an opportunity." Osborn said. "I don't suppose you were considered for the honor, Harry."

"N-no, sir." Harry replied looking down.

Peter saw this, a pang of guilt hitting her like a punch in the gut, and tried to brush the praise off. "It's totally not a big deal, Mr. O, but thanks. Well, we'll get out of your now." She said quickly.

Suddenly an old guy in a high tech with glider wings came flying down from the sky. "Osborn!" he yelled and the talons on his feet sharpened before swooping down and carrying Osborn off by the shoulders.

"Dad." Harry said as he and Peter stared up at the sky in shock. They ran over to the edge of the terrace. "What do we do?"

'I know what I'm doing.' Peter thought before looking over at Harry. "Uh, call the cop. Do it, go!" she shouted and Harry ran back inside. Peter neatly took off her shoes and put the, on the ground before stepping onto the ledge and looked at how high up the building was before jumping down.

She took off her clothes to reveal her costume and stuffed her clothes into her pack and webbed it to a building, remembering to come back for it before she began swinging after the old guy.

Soon enough, Spider-Man found them, and saw Osborn falling; so she came swinging in to catch him. "Whoa guy, you play hot potato hard core."

"What is this?" The old man questioned swooping in after Spider-Man, "These skies are mine now."

"You may be right, I really just rent." Spider-Man quipped.

"What are you babbling about? Put me down!" Osborn demanded.

"Dude, you are the bossiest damsel-in-distress I have ever rescued." Spider-Man said as she shifted Osborn continuously to one side with each swing she took before tossing him over her shoulder. "Also the ugliest, and the heaviest…and the first." She added.

"Who are you?" Both Osborn and the old guy demanded.

"Why, I'm your Friendly Neighbourhood Spider-Man of course." Spider-Man replied and stuck her feet to the side of a building for a moment before swinging off again, the old guy still following after them.

"Spider-Man, I thought you were a myth." He said.

"I need to get a press agent." Spider-Man said to herself while still swinging, but the old guy came up and his glider wing snapped the web, causing her and Osborn to free fall. She looked down and saw two police officers and grabbed a hold of Osborn. "Heads up!" she warned causing them to look up. She shot a web at the building and they were just above the gravel before Spider-Man tossed Osborn into DeWolffe before sailing upwards.

She fell back and swung after the old guy. "Look, uh, 'Beak,' I do admire anyone who dresses up as their favorite animal-better still, you can fly." She said swinging in front of him. Backwards. "So I gotta ask, you heard the one about 'great power, coming with great responsibility?'"

The old guy growled, flying faster and going higher, while Spider-Man crouched on the side of a building. "Whoa, Beaky, don't fly away mad!" she called.

"The name is Vulture!" The old guy yelled as he flew off.  
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Shortly after retrieving her pack and donning her clothes, she headed to ESU. Still, she felt like she was forgetting something. She had then received a call from Harry on her cell phone about his dad.

"That's great, Harry." She said talking on her cell phone as she walked up the steps of ESU. "I'm glad that your dad's safe. Me? U-uh, w-well," she stuttered as she pulled back her sleeves and took off her web while putting it into her pack, "I tried to follow them on foot, and I ran for blocks, but-" she paused and Harry said something, making her nod her head before she remembered he couldn't possible see her nod, "Yeah, I guess that it was pretty useless." She agreed. "Uh, hey, look. I'm late, and uh, Gwen is giving me The Look, so, uh, bye." She ended the call and shut the cell phone.

"I was not giving you the look." Gwen said as they went into the building.

Peter pushed the door to the lab open. "But I'm late, right?" she questioned and she tried not to shudder by what else 'late' meant to her now.

When they entered the lab they were met by Eddie Brock. "Always bro." he said.

"Eddie!" Gwen yelled in surprise as she hugged him.

"Hey Gwen." Eddie replied.

"Bro, what are you doing here?" Peter asked in a happy sort of surprise.

"Work here. I'm the Connors personal lab assistant." Eddie replied. "Not bad for a frosh huh?"

Peter chuckled. "Eddie Brock's a freshman."

"College freshman, little man." Eddie corrected. "But I'm guessing you're missing me at Midtown High huh? No one to keep Flash Thompson off your back huh?" he looked down and saw that Peter was only wearing her socks on her feet. "Stole your shoes again, huh?"

Peter didn't answer as Gwen gave him a look. Now she remembered what she had forgotten. Damn it.

Eddie looked over as a redheaded woman was walking over. "Peter Parker, Gwen Stacy, I'd like you to meet Dr. Martha Connors."

"Eddie's told us great things about you both." Martha said, but her gaze locked with Peter's for a moment before recognition showed in them.

Peter looked away. Oh, shit.

Eddie put one of his hands to the side of his mouth as he leaned downward toward Peter, who in turn was trying very hard not to lean away. "Says you wore clean underwear, lucky I didn't say socks." He squinted at her. "Did you change over the summer? You look…different somehow."

Peter stiffened slightly and Martha chose that time to take the attention off of her as she looked over at the office door in the lab. "Curt, stop hiding in the office. The new interns are here!" she called.

"I'll be right out." Curt Connors called back and a second later the door opened.

"Peter, Gwen, this is ESU's resident genius, my husband Curt." Martha said gesturing to the man.

Peter held out her hand. "It's an honor to meet you, Dr. Connors."

Curt shook Peter's hand with his real and gave her a strange look. "You look familiar…" Peter froze. "Weren't you the one who was bitten by th-"

"-The science bug!" Peter interrupted nervously as she pulled her hand back, chuckling weakly. "You know it!"

Once again, Martha thankfully took the attention off of Peter. "Now we won't overdo it on the first day; Eddie'll show you around the lab and the real work can start tomorrow." She instructed.

Eddie proceeded to lead Peter and Gwen away. "So, questions welcomed."

"Here's one;" Peter started as Gwen stopped to look at the lizards in the tank, "what does this gig pay?"

Eddie snorted. "Pete, you're a high school kid with zero experience; you're not getting paid." He said before walking away.

Peter frowned as she stared into the lizard tank gloomily and she was vaguely aware of Gwen walking by her. Kick her while she's down why doesn't he? Was he still upset by the fact she hadn't wanted to see him when he found out she was in the hospital? After she had woken up of course.

She had been on a damn near emotional breakdown at the time. Hell, she didn't even want to let her own aunt see her in her current state, let alone did she want any guy see her.

Eddie stopped suddenly and looked back at her. "By the way, glad to see you're out of the hospital, bro."

'Correction,' Peter thought as Gwen looked at her sharply, 'that was the kick.'

"You were in the hospital?" Gwen questioned.

Peter waved her hand dismissively. "No big deal." She lied; since it was in fact a very big deal.

And not just to her. Even though she didn't know that at the moment.

\--------------------------------------------------------------------------------

When their time in the lab was finished, Peter waited with Gwen out at the bus stop. And to derail any questions Gwen may still have wanted to ask about her stay in the hospital, she let out her inner thoughts. "Ugh, Aunt May needs my help. What am I gonna do?" she asked aloud just as the bus pulled up to them.

Just before Gwen got on the bus, she turned and put a hand Peter's shoulder. "Don't angst, okay? It'll come to you."

Peter watched the bus drive away. It'll come to her huh? She looked up at the sky, raising her hands up as well. "Well? I'm waiting!" she shouted and a piece of newspaper flew into her face.

She pulled it back and looked at, a sardonic grin crossed her face as a result. "You gotta admit, the girl knows her stuff."  
\--------------------------------------------------------------------------------

Peter crawled up the side of the Daily Bugle building, a sour look on her face. 'Today's just been non-stop disappointment. No money at home. No cool at school-hey, that rhymed!-and I was nearly pavement splat fighting a wacko with wings. And now Daily Bugle security won't even let me use the elevator.' She ranted and found a storage room window. 'But May and Ben Parker didn't raise no quitters-any quitters. You get the idea.' She thought opening the window and jumped inside.

She looked around tentatively out of the storage room and into the bust room, seeing a man come out of the editor's office and started talking-more like ordering people around as he passed them. "Robbie, where's my layout? Foswell, I ordered that rewrite 12 seconds ago. Lee, I'm not paying you to sit on your keister. And you," he pointed at Peter.

"Me?" she asked nervously as she pointed at herself. What had she done just by stepping into a room?

Jameson grabbed Peter by the collar of her shirt and dragged her off. "Yeah, you. I sent you for my bagel and smear nine minutes ago!"

Bagel and smear? He thought she was an errand boy? Well, not so much a boy now, right?

"You sent Benny, Mr. Jameson, and it's only been three minutes." Betty Brant said passing by them carrying a stack of papers.

Alright, time to set the record straight. "Uh, actually, sir." Peter started. "I've got something better than a bagel."

Jameson turned around as he let go of her collar. "Oh yeah, what's that?" he asked doubtfully.

"A proposal." Peter replied. "I think I can get you pictures-photos of Spider-Man in action." She emphasized. "I bet it would sell a lot of newspapers-"

"What do you know about selling newspapers? You're a kid!" Jameson yelled. "And worse you're a teenager." Jameson looked his shoulder. "Miss Brant, call security." A beat later and Peter was grabbed on both arms by two security officers. "Get this wailing infant out of my face, out of my sitting room, out of my town!" He shouted as the security officers dragged her to the elevator.

Her sharp hearing picked up what Jameson said to Robbie. "What we need is pictures of Spider-Man. Now that'd sell papers!"

Peter slouched her shoulders as the elevator closed. 'Today officially reeks.' She thought and after getting kicked out of the building, her traitorous mind filled her thoughts with the pamphlets in her pack. She gritted her teeth as she sat down on a bench and pulled out one of the pamphlets on PMS first.

She so didn't want to read up on the bleeding part just yet.

PMS is an abbreviation for Pre-menstrual Syndrome. This can last until after menstruation has started, or shortly before, and it's symptoms are dictated by mood-swings, bloating, or tenderness of breasts (Peter blushed at that) and dysphonia can occur; which is depression brought on by PMS.

Peter put the pamphlet away. She couldn't read anymore. And knowing the bleeding part would start happening soon didn't make her feel any better. In fact it made her feel quite queasy. 'I definitely got the mood-swings, but I'm not gonna let that keep me down.' She thought and decided that now she had better go and get her shoes.

Peter ducked into an alley to discard her clothes and stuffed them into her pack. She slipped it over her shoulder and swung off. Once she got to Osborn's building she left her pack on the roof so she could come back for it and dove to the terrace on a web-line upside down. She suddenly started to get angry again.

'Not one thing's gone right. And now the amazing Spider-Man is reduced to sneaking around for his shoes!.' She thought caustically.

Her eyes darted downward onto the street to see the Vulture coming up fast on Osborn's limo. She jumped to swing in without a second thought.

"Osborn! You won't escape me again!" Vulture yelled.

'My thoughts exactly.' Spider-Man thought swinging after them and didn't even notice the black helicopter behind her. She came up and knocked the Vulture away. "Trick or treat!" she landed on the side of a building and chuckled. "Uh, I mean you are celebrating Halloween in September, right?" she questioned jumping up into the sky and webbed one of Vulture's feet. "Or am I not one to talk?" she asked again as she was pulled into the sky.

She ran on the roof of the building she was going to collide with as she tried to keep up with Vulture. "Whoa!" she said before she had to jumped to the next building. She looked away at the ground briefly before she looked back and saw she was going to crash into a pole. "Whoa!" she exclaimed as she jumped over it and was once again pulled into the air.

A tingle went off in her head. 'Whoa, my spider sense is ting-' her thought was cut off as she was hit by a green net and went plummeting into the ground. She tried to break the net before sticking her hand out, webbing a gargoyle statue and crashing against the wall as a result.

The gargoyle statue suddenly came off and she was sent plummeting down again, though it was that far she fell since she landed on a helipad. She looked up to see the statue still falling and rolled away to avoid being crushed.

She broke the web just as she saw a big guy in a black suit land and turned back, only to get kicked in the chest by a smaller guy in the same black suit. She was sent flying back into the bigger guy, who, when she turned, brought her into a crushing hold.

Very recently did Spider-Man realize that 'close proximity' = 'bad.' And right now it was very bad. "Look. If you just needed a breath mint; all you had to do was ask." She said struggling to keep using her guy voice, and just plain struggling to get out of the hold. She felt her arms slip her arms through and webbed the guys moustache, pulling it back to make him let go of her.

She looked back to see the skinnier guy come at he with a stick that was pointed on both ends. She flipped over him while trying to web him, only for the guy to destroy the webbing with the stick.

The guy jumped at her and Spider-Man jumped into the air while trying to web him again, only to have the webbing destroyed again. Spider-Man landed on the ground and tried again to web the guy, but he dodged it by flipping over it and when he tried to hit Spider-Man, she ducked each swing and tried to get in her own punches, only to have them thwarted.

The skinny guy blocked another hit and Spider-Man had to flip back to avoid getting hit and landed in a crouched position. Her spider sense went off and as she looked back to see the big guy about to bring his arms down on her, and she webbed his arms together.

Only the guy was able to break free of them.

"Oh, that's not good." Spider-Man muttered and tried to jump away, but the big guy grabbed her foot and threw her into the ground.

She got up to see them both approach her and just then a green laser beam shot out near her foot and she looked up to see a black helicopter.

"Ah, ah, now the boys need a work. Now no turn and tag." A southern voice said from inside the helicopter.

Spider-Man looked back at the two guys. "Seriously, who are you guys?"

She didn't wait for a reply as she jumped onto the wall of a small shed on the building she was on before flipping over the skinnier guy to avoid getting hit by the stick he had that got stuck in the wall. She webbed the wall and propelled herself back to the wall, landing on it. But the skinny guy managed to send her flying into the air by kicking her off the wall.

Spider-Man flailed her arms a little and saw the skinny guy jumping at her. She fell past him and webbed him once her feet hit the ground.

She pulled the webbed guy around, just barely missing the big guy and made the helicopter fly away before tossing him into the big guy, the skinny guy falling to the ground.

Spider-Man saluted him as she headed toward the edge of the building. "It's not that I'm running, but there's this Vulture guy out there," she said jumping off the edge, "so if we could just postpone-" she yelled in surprise as the big guy had jumped off the edge as well and grabbed her in another crushing hol as they free fell.

"You're strong, point taken," Spider-Man admitted trying to break free, "but can you do this!" she added as she stuck her feet to the side of the building, the big guy falling off her. "Didn't think so." She finished and webbed the guy's hands together as she jumped onto a pole sticking out of the building. "Now I know you can tear right through that," she said tying her end to the pole, "but I wouldn't recommend it." She added almost cheerily ass he jumped down, the helicopter still following her.

"Son, you're making the Enforcers look bad; I can't have that!" The voice in the helicopter said.

Spider-Man kept on swinging and saw Vulture tear the roof off of Osborn's limo and then she tore the door off before swinging in. "Man, this is a sweet ride." She commented sitting down in the seat and looked up as Vulture looked at her I shocked surprise. "Sun roof come standard?" she questioned before crouching and jumping up; knocking Vulture back as her hand stuck to his wrist.

"Why do you defend that thief Osborn?" Vulture yelled before slashing Spider-Man along the chest with one of his wings.

She looked down at her chest. There may have been barely a dent in the foam firm substance that made up her man suit, but still. "Do you know what these spider suits cost?"

Spider-Man looked back to see that black helicopter was still after her and was firing green laser beams at her and she had to swing side to side to avoid getting hit. 'Never fought anyone like this group of bozos.' She thought swinging to the left and saw the Vulture gaining on the car. 'Only one thing I know for sure; I can't let Harry lose his dad the way I lost Uncle Ben.'

She landed with both feet on Vulture's back. "Surf's up!" she shouted. "Woo-hoo!" Vulture tried to shake her off and even tried barrel-rolling, but Spider-Man remained as she pretending to surf.

Vulture continued to follow the car, but saw that it was about to pull into a building garage. "Noo!" he yelled as he was forced to fly up to avoid crashing and Spider-Man jumped off as the Vulture looked down at her. "This is all your fault!" he yelled flying after her.

Spider-Man swung around a glass building, only to see the helicopter from before flying up in front of her. "Two birds, one stone." She muttered as she looked back at the Vulture for a moment and looked back to see that the helicopter was about to fire at her again.

She dodged as she landed on a building window for a second and jumped up; Vulture punching his fist through the window Spider-Man had previously been on. She landed on the building again before jumping down; falling past the 'copter just to attach herself to the bottom of it.

"Did you really think you could hide from me there?" Vulture questioned.

Spider-Man didn't answer as she jumped onto his back and criss-crossed her legs around his waist to keep herself from falling. She webbed the tail of the 'copter and pulled them closer to it, her pushing one of the metal wings against the propellers to destroy them; forcing the 'copter to make an emergency landing.

"My wing! I can't steer without it!" Vulture exclaimed.

"Yeah, but you're still airborne." Spider-Man placed a hand to her chin in thought. "How does that work exactly?" she looked at his metal pack in surprise. "Wow Vulchy, you-you're humming." She said before she punched the pack and pulled out a thin computerize block.

"You idiot! You've doomed us both!" Vulture shouted as they began to free fall.

Spider-Man began to chuckle. "You have so not been paying attention." She said and to demonstrate her point, she fired off a web strand, still keeping her legs crossed to avoid letting Vulture fall. "Yee-haw!" she laughed.

After webbing Vulture up in a cocoon that covered up all but his head, upside down no less, on lamppost. She then looked for where she saw the helicopter land and looked inside it upside down. Only to see that no one was in there. 'Well, three out of four ain't bad; especially on bizarro bad guy night. Now, if I can just get my shoes…'

And after finally being able to retrieve her shoes in peace, grabbed her pack and hustled back home-or rather she swung home, but that's not the point. She crawled over the roof to her window, only to stop dead as she saw Aunt May sitting on her bed.

A cold lead weight settled in her stomach. 'Oh. Perfect end to a perfect day.' She thought sarcastically as she was forced to change into her street clothes and went in through the front door, carrying her shoes in her hand.

Peter saw her aunt coming down the steps and had to fake her surprise. "Aunt May, you're awake."

Aunt May put a hand on her shoulder as she led her into the kitchen. "Sit down, Peter; we need to talk." She leaned against the counter as Peter sat down on chair at the table. "I know you're a good…girl," When Peter didn't protest or start freaking out, she continued, "growing up to be a fine young woman," Peter's only reply was to look down. "But you're still my responsibility. I can't have you out 'til midnight. You are to be home by 10 o'clock; that's my bed time."

Peter did look up at that. "But Aunt May-"

Aunt May held up her hand. "If you're late, you call. Before 10. If you do call, it'd better to say you're on your way home. That's the law in this house, Peter. Do we understand each other?"

Peter smiled slightly as she dropped the guy voice. After all, she didn't have to pretend when there was no one else around. "Sure, Aunt May. That's fair."

Aunt May put her hands together. "Lovely. Now how about a slice of banana-cream pie?" she asked putting the plate in front of Peter.

'Okay, nothing went as planned today. Understatement of the year.' Peter thought as she picked up her fork. 'But I'm still Spider-Man, and I'm still undefeated.' She continued rather smugly as she looked at her aunt, her smile widening. 'And I still have this amazing person watching out for me.' She took a bite out of the pie, a smiled still on her lips. 'Tell me there's something better. Go ahead, try.'

'Cause she could not think of anything better than this moment.


	3. Chapter 3

'Ugh, why do I still need to take gym?' Peter thought for the third time in a nearly two week time span. She had waited until all other male students had left the locker to go to the cafeteria and poked her head out of the bathroom stall she had waited in.

Once she was surely sure that there was no one else in the locker room, and clear of any males, she grabbed a towel from the shelf, turned on the shower tap and started shedding her clothes (her costume having been safely tucked away in her pack since the start of class).

Once Peter took off her man-suit, she was left only in her bra and panties. Both garments having been the hardest to adjust too and get used to wearing. It had been trial and error with the bra; she had been repeatedly frustrated at missing or messing up the hooks.

Then there were the panties. They were more restricting than the boxers she had still been wearing until…the reason she was wearing the panties in the first place was because she had started to bleed down there and she wasn't comfortable enough to use a… tampon, so she had to wear them to put the pad on it. They were also a bitter reminder of what she had lost.

Peter cringed at the sight of her own blood and whatever else was on the pad as she threw it into the garbage bin in a stall before putting the bra and panties on the bench where she had laid her normal clothes (costume not included); then she went into the shower, closing the curtain behind her.

Peter tried to assure herself that, despite the fact she was a girl now, that this need for cleanliness wasn't 'girly' in any way. There was nothing wrong with washing yourself and getting the stink of sweat off, right? Right. And the feel of the warm water against her skin felt nice…almost 'normal.'

As normal as it could get in her situation anyway.

Peter was so wrapped up in her thoughts (and the water) that she didn't hear the voice of her best friend or the sound of the door to the locker room opening and closing until it was too late.

"Hey Pete! You still in here?"

Peter jumped and slipped backwards on the wet floor of the shower pit; she grabbed the curtain, but it gave way and it ended up falling with her as she fell, knocking Harry to the floor as she landed on top of him.

Having closed her eyes from the impact, Peter tentatively peeked through her lashes as she looked at her friend's face; Harry's expression went from shocked surprise to just plain shocked. His face then started to turn red. "Y-yo-you're a girl?"

Peter blushed as well as she scrambled off him and wrapped the shower curtain around her slender, curvy frame. "You can't tell anyone what you just saw!" she cried, not bothering to disguise her voice.

"Who'd believe me I said Peter Parker was actually a woman?" Harry tried to laugh it off, but it came out more forced than anything else. "Even I don't believe me! And I saw your bre-" he abruptly stopped and stared at her chest.

Peter scowled, face still bright red, as she used the arm keeping the curtain around her to cover her breasts. "My eyes are up here!" she snapped as she pointed at her face with her free hand.

Having been caught in the act, Harry looked away instead. There was an awkward silence between them, the only sound coming from the still running shower. It seemed now Peter would have to suffer through the rest of the school days of this semester being all smelly after gym; since if this happened once, it could and may happen again.

And Peter was already uncomfortable about the amount of people who knew her secret (and no, not the 'she's Spider-Man' secret, the 'being a girl' secret), which was starting to feel less and less like a secret now and more like privileged information.

…and to her, that made this whole thing worse.

It meant that while the doctors could supress any record of her stay in the hospital; anyone with enough money or influence could unsuppress her files and find out what kind of freak she really is. Or it could be brought up accidently and someone could get too curious or nosy.

The end results of each scenario always meant bad things for her though.

Peter turned away as Harry got to his feet. "Please, just go." She said weakly.

Harry looked like he was about to say something else, but the defeated look on Peter's face made him rethink his reply and left the locker room without another word.

Peter turned off the water and began to dry herself off. Once she was finished with that, she began putting her clothes and costume back on, starting with getting a new pad out of her pack.

Once that was taken care of, she swiftly left the locker room in her civvies and headed to the cafeteria; she was sure there was still some time left for her to eat. She found her friends and only a few stay droplets dripped off her hair as she sat down and took a brown paper bag out of her pack; she also found that Harry seemed to be steadfastly avoiding her gaze.

Not that she could blame him.

Gwen seemed not to notice. "Peter, what were you in the hospital for?" she asked somewhat curiously, and somewhat bluntly.

Peter frowned to herself. She should've known better than to assume that Gwen would've just forgotten what Eddie said. Hell, that's probably why he said it in front of Gwen. But how to diffuse to this?

Deny. Deny it until she could sort it out later. Much later if she could help it. "I wasn't in the hospital for anything serious." Peter lied. "Just a bit…fatigue."

Gwen didn't look like she bought it. "A five day coma doesn't sound like a little fatigue."

What. The. Hell. How did she know that?

"How do you know that?" Peter echoed her thought aloud.

Gwen looked a little guilty and it made Peter immediately suspicious. "Well, I spoke with your Aunt May over the phone, but that's all she told me." She finished hastily.

Un. Freaking. Believable. First Harry saw her naked and now Gwen's been going behind her back? And while she conceded with herself that the incident in the locker room was an accident; what Gwen did was intentional.

And pushing aside the fact Gwen was a worrying type of friend, Peter felt her lingering fear of being found out didn't lessen, only strengthened.

Especially since someone did find out.

Suddenly finding her lunch unappealing and her appetite rapidly fading. Peter stood up, leaving her paper bag untouched on the table. "Excuse me, I need some air."

Peter left the table, her pack slung over her shoulder, and left the cafeteria. Before she left, someone stuck out their foot and being the 'good geek' she was; she let herself trip over it and crashed to the floor.

She didn't have to fake her groan as she staggered to her feet and went out into the hall. Peter took a few breaths as she rubbed the suit on her front, being well aware she was not actually rubbing her chest, but fixing up the suit.

At first, she had been glad to wear the man-suit; feeling 'normal' took precedence to her then actually trying to deal with her situation. At that time, and even now she could admit to herself, it was better to pretend that she was still a boy than accepting she was completely female.

Only now though was she beginning to see what the repercussions could be of her choice to continue trying to live as a male.

At the top of her head? Harry walking in on her could have been avoided. Eddie wouldn't be pissed off at her. And Gwen wouldn't have gone behind her back to talk to her Aunt May.

The Big Negative reared its ugly head. It could also blow up in her face regardless if she told them or not that she was a girl.

The Big Question she asked herself though was: Why hasn't she told her closest and only friends the truth? The answer was painfully simple as it was primal.

Underneath all her paranoia and transparent reasoning, she was scared. She was scared of her friends rejecting her and thinking she was a freak.

First things first though, she thought taking her cell phone out of her pants pocket and automatically hit speed dial, waiting in eerie patience as she listened to the phone ring.

A click later and, "Hello?" rung in her ear.

"Hello, Aunt May." Peter started off conversationally, but her voice gained a hardened edge in it with her next words, "Gwen told me something very interesting just now…"

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Gwen felt bad, she really did. She hadn't wanted to ask Aunt May about Peter, but after hearing that 'he' had been in the hospital, she had gotten worried.

The reason she hadn't asked Peter 'himself' why was that 'he' seemed rather reluctant to talk about it. She had spent the two week time span trying to gouge information about 'his' hospital visit from people who had still been in town.

She had tried to ask Eddie about it, but he had only told her that Peter hadn't wanted to see him when he heard that their friend was in the hospital. Gwen thought it must have been bad if Peter hadn't even wanted to see 'his' oldest friend at all.

Then she had tried the hospital.

It had sounded good in theory, only she hadn't counted on the receptionist being so obstructive. The woman gave her vague answers and tried to roadblock her by saying that no one named 'Peter Parker' had been committed to the hospital. But when Gwen shot that down with relaying the information Eddie gave her that Peter had been in fact admitted to the hospital, the receptionist threatened to kick her out for causing a disturbance.

She had left quietly, not wanting to push her luck; but as she had left the hospital, she knew something was off about all this. Something obviously had happened to Peter, but the hospital seemed to be trying to cover it up.

But what was it?

Left with no other option, she had called up Aunt May and asked her if something had happened to Peter. Aunt May though had been evasive in a polite way without outright telling her to back off like the receptionist at the hospital had. As a last resort she had said she'd go to the hospital and ask around. That had been a lie of course since she had already tried that with no avail, but Aunt May hadn't known that and finally told her that Peter had been in the hospital because 'he' had been in a five day coma.

Then she had politely said goodbye to Gwen before hanging up on her.

Gwen had gotten her answer, but contemplated if it had been worth lying to a kind old woman about it. She had spent the remaining time up until she had told Peter about what she knew by thinking over the reason Peter had been admitted into the hospital in the first place.

'He' had been in a coma.

A coma that lasted five days.

From what she knew comas happened when someone is affected with damage to their brain, such as being in an accident. But did that mean Peter had been in an accident? She also knew no one went into a coma for no reason, so there had to be a reason.

Gwen had a feeling though getting the reason would be harder to pry out of Peter now that 'he' knew what she did. She couldn't fault 'him' for being angry at her, 'he' deserved to be angry at her. And she'd wait until 'he' had cooled off to try and approach the subject again. Hopefully 'he' would be in a better mood then.

She was brought out of her recollection when she saw that Harry was staring off into the direction Peter left in. He hadn't been looking at 'him' at all when Peter came in, so why look now? "Harry, do you think there's been anything…off about Peter lately?" she asked.

Harry looked at her nervously. "Something off about Pete?" Inexplicably, his face turned red as he repeated the words. "N-no, nothing's off about he-him." He added more forcefully, but still looked nervous.

"Then why haven't you spoken to him since he was in here?" Gwen retorted.

"You two were doing most of the talking." Harry replied bluntly.

Well, he had her on that. "It's just, I'm worried about him. What if something happened to him over the summer?"

"I think it happened long before summer came around. 16 years before." Harry muttered.

"What was that?" Gwen asked, not really catching his muttering.

"Nothing!" Harry said hastily. He cleared his throat awkwardly. "Maybe we should butt out of Pete's business. It could be…personal matters." His face turned red again.

Gwen furrowed her brow. Harry had acted strange ever since he said he was going to see if Peter was still in the… "Did something happen when you went to see where Peter was?"

Harry looked conflicted for a moment; like he wanted to say something but knew he shouldn't. He looked around once before he muttered something incoherently.

Gwen furrowed her brow again. "What?"

Harry's face turned redder. "I saw Pete…naked." His face could rival a tomato at this point.

Gwen looked at him in disbelief. "You did?" she questioned faintly. Harry nodded. "Oh." Well, this certainly explained it. She could understand why he was so nervous and embarrassed about it and why he was ignoring Peter.

There was an incredibly awkward silence, it only ended when the bell rung abruptly and they headed to third period. This and last period were separate, so Gwen figured she could try to talk to Peter at ESU later on.

If 'he' would still be liable to talk to her at all that is.

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Peter spent the hour before she had to go to ESU at home, talking things over with Aunt May. She could never truly be angry at her aunt, even less so with hearing Aunt May's side of the story. Apparently Gwen had called her and asked about her, but Aunt May had only told her about Peter being in a coma so Gwen wouldn't go to the hospital and poke around for information.

That also left her with asking about how she should actually try and deal with her situation instead of trying to continue living as a boy. "Learn to accept it," Aunt May had advised, "you could try wearing girl clothes, even at home to start it off; then slowly ascend to going out in public." She had said.

In theory, it did sound logical. She could try and wear girl clothes at home first, but thankfully Aunt May didn't outright say she had to immediately go out in public dressed like a girl. Just soon.

It did sound like a pretty good plan, in theory.

There was a difference of course between planning something and actually doing it. Like before, her transparent reasoning didn't stop her from seeing the real reason she hadn't already tried this. She was scared.

What if, by some chance, someone actually managed to recognize her? Or they made some offhand remark about how much she looked like 'Peter Parker?' Then there was the general fear she felt about being found out.

Still, slowly easing into accepting what she was now would be a start. And she supposed she owed Harry an explanation as well. Perhaps at his house, where they could have privacy to talk and get him used to the idea that his friend was a girl.

First off though she probably should get him to voice his thoughts on the knowledge he had now inadvertently attained by a pretty embarrassing mean by her standard. She could spin it to her liking if he thought she always had been a girl; it wasn't like she had been too suspicious when they were younger.

Yes, she thought, tomorrow she would talk about this with Harry.

She hate to ruin their friendship by this one incident.

Speaking of which, she should try and bring her remaining friends in on this, Gwen was getting too curious for her own good and she didn't want Eddie to be pissed off at her anymore.

That could wait until later though, all she had to do presently was head over to ESU and dissuade Gwen from seeking further information on her own with the promise of information for her about this.

No need to get people involved who might actually make those bad things Peter kept freaking out about become a reality.


	4. Chapter 4

Peter was not comfortable at this moment. Not comfortable at all.

The previous day had been successful; she had managed to get Gwen to back off on the detective work anyway, so that had been a start. She was sure though the only reason Gwen hadn't continued asking her if something was wrong though was because she was going to explain it.

Course Peter never said when she would explain it. She knew it was petty and vengeful, but Peter had a right to be vindictive. It was her life after all. No one else's. She'd tell them when she wanted too.

And really, she was sure she could only give the whole 'I'm a girl' explanation to one person at a time…in different intervals of time of course.

And cue her present moment, solidified by the awkward silence.

And neither her or Harry had even spoken about it yet. Yeah, it was that awkward.

Getting Harry to agree to talk to her had been the easy part in hindsight, Peter realized at that moment; it was talking that turned out to be the hard part it seemed. She cleared her throat awkwardly. "Er, so, you can, uh, ask if you want." She said nervously.

Harry didn't speak at first, just continued to stare unnervingly at her, like he'd been doing for the majority of the silence. "So you're really a girl?"

Peter reframed from sighing. "Yes, or do you think yesterday was just a figment of your imagination?" she asked with a twinge of annoyance in her disguised voice.

Harry then turned a curious shade of red. "Uh, I don't think my imagination could've come up with what I saw."

"Huh." Peter muttered. "Anything you wanna get out?"

"Why do you sound like a guy?" Harry asked. "Yesterday, your voice, it sounded…female."

"This is my disguised voice. I'm still using it because I think it may be a little too overwhelming if I started just using my 'regular' voice just yet." Peter explained.

"And your name…?"

"Really is Peter."

"Well, I can see why you'd pretend to be a guy then." Harry joked.

The atmosphere's tenseness lightened just a little bit.

This was also what Peter had been hoping for. Now that Harry had thought out on his own that Peter had always been a girl, it probably would be easier to get him to accept it. She was still painfully aware of the backlash, but she could prepare for that later. "Yeah, it is pretty embarrassing. I don't mind if you still call me 'Pete' instead of 'Peter' though." She offered. "I understand that this must be a lot to take in. Especially considering the way you had to find out about it."

That red hue was back. "I swear I didn't mean to startle you! I'm not some kind of perve, I swear!"

Peter held her hands up hastily. "Chill Harry, I'm not mad, shocked of course, but not mad." She said gently. "I know you didn't mean to startle me. In a way though, I'm kinda glad it was you. I can't image what it would have been like if it had been somebody else coming into the locker room." She shuddered.

"Yeah, I can see how it would have been…" Harry trailed off and stared at her again. "Is that why you take so long to come to lunch, because you're getting dressed?" Peter shrugged and nodded. "Huh. Does anyone else know about…well you?"

"Well, there's Aunt May, and the teachers for my classes." Peter left out the hospital staff and the Connors.

"What about Gwen and Eddie?" Harry questioned.

"I'm planning on telling Gwen soon, but I'm a little edgy about how Eddie will take it." Peter replied. "I think he may suspect something since he asked if there was anything different about me."

Harry peered at her face. "Well, once you focus on your face, it is a little easy to compare you to a girl."

Peter huffed indignantly. "You're just saying that 'cause you got to see me naked." She teased using her 'regular' voice, which still sounded a bit weird to her since she didn't talk in her female tones often. Her eyes drifted to the clock on her friend's desk and she blinked.

Her hour would be up in 20 minutes and it made her realize just how time consuming this whole 'revelations' thing would take. Not the actual talking, just the awkward way to start the subject off.

After all, it isn't everyday you're friend tells you that you're a girl. From Peter's perspective though, she estimated that she'd have to do this 'speech' two more times. She had already planned though to talk to Eddie last after she got around to talking to Gwen, since she had to be more careful with what she told him, 'cause unlike Harry and Gwen, she'd known him since she was young and still male.

Hopefully her guile wouldn't leave her friendless if she ever slipped up and gave something away that suggested she hadn't been a 'girl-all-along,' instead of 'boy-turned-into-a-girl.' Then again, she was cunning for a reason, so why not use it?

Because lying to your friends is wrong.

Damn her conscience. Yeah, it kept her from doing really bad things herself, like what she had wanted to do after finding out she had turned into a girl; but when had murder become comparable to lying as being equally bad things?

Peter knew that if she wasn't so terrified of being found out (and that meant both her secrets being known), she'd probably seek counselling. But back in real time she had another place to be soon.

So slinging her pack over her shoulder and standing up from the chair she had been sitting on in one graceful movement, she headed for the door. "I have to go." She said switching back to her guy voice.

She was almost out of the bedroom when Harry spoke up and Peter looked at him over her shoulder. "For the record Pete, you make a very pretty girl." He said with a completely straight face.

That isn't to say it didn't get a blush out of Peter though, who was unused to such compliments. Or compliments in general. But this was her friend, and she hoped it was just him making a joke. She doubted he would have been so composed if he hadn't been joking.

Peter just settled for awkwardly thanking him and quickly left, trying to beat her blush down.

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Why had he said that? You make a very pretty girl, really? This was his best friend he said that too. Peter could have reacted a whole lot worse to the comment than basically just shrugging it off. Harry was in shock though; he had been in shock since the day before when he found out Peter was a girl…

Bad thoughts, he scolded himself. That was his best friend he had seen naked, and he would not be a hypocrite after saying he was not a pervert, only to immediate think back to yesterday. The only thing that could have made this worse was if he told Peter that he had told Gwen that he'd seen her naked.

Yeah, he had a feeling that was going to come back and bite him on the ass later. Still though, finding out your best friend had been a girl pretending to be a boy certainly didn't happen everyday.


	5. Chapter 5

Peter had arrived at ESU just in time; finally thinking this was something she had gotten right. She had thought too soon when Gwen had immediately accosted her and began to ask when she hear her promised explanation. "Soon." Peter had replied.

While being a teenage boy had been bad, being a girl was worse to Peter. Before she just had to deal with being picked on as the egghead of the school, now she had to deal with being the egghead with gender sexuality issues.

Yes, she had started to become gender confused.

While she could have acknowledged she had felt, and still felt, something for Gwen, she had no idea how she was supposed to feel about her now. Since if she acted on her feelings she'd technically be a lesbian. Then again, if she liked a guy she'd still feel as though she was gay thanks to her previous male gender.

Yes, it was all very confusing. Can't really blame her for spacing out during work.

Eventually though, Martha took her off to the side and gave her a sympathetic look. "Is everything alright?"

Peter stopped the knee-jerk reaction of an eye tick. "No, this is all just so confusing." She murmured. "I'm a boy who got turned into a girl. I'm a freak." She finished.

"Peter…" Martha put a hand on her shoulder. "You're not a freak…"

"Yes, I am." Peter rebuked flatly. "My aunt says I just have to accept being a girl by more than just acknowledging that I'm a 'she' now." she muttered. "She told me to just start by wearing girl clothes at home; then slowly integrate into wearing them in public, but I'm just so scared."

"You've been through a lot; your fears about this change are perfectly understandable." Martha replied. "You're experiencing something completely unexpected that you just weren't prepared for. Listen to your aunt, sounds like she has the right idea in integrating yourself at your own pace."

Peter smiled at that. 'My own pace.' She thought. It meant she didn't have to go out in public anytime soon wearing girl clothes, but explaining why a guy buying women's clothing was another thing. Eh, anyone asked she could always say it was for her 'girlfriend.' No matter how strange the idea was.

"There's one other thing." Peter began nervously. "Uh, I'm having, issues. Issues with my…you know." She mumbled, since girl or not now, it was hard to talk about this with another person of the technically same sex.

The red-haired woman looked confused for a moment, but then looked embarrassed as she cleared her throat. "You mean about your…sexuality?" she asked tentatively.

Peter nodded, her face flushing red. "Yeah, I liked girls, but lately now I don't know how I'm supposed to feel about them, or guys for that matter. Arggh, I hate hormones." She griped.

"You're a teenager; hormones are pretty much a package deal." Martha said lightly before her tone grew serious. "Though about your…issues, don't worry about them. Like I said, you're a teenager; you're still growing. You'll eventually figure it out." She said giving her what was meant to be a confident smile.

Peter tried to smile back, she really did, but her thoughts were back with a vengeance. That was a rather ambiguous pep talk. On the one hand, she could still like girls but have the knowledge that she was marked as gay, on the other hand, she could still let the growing thoughts she had of certain guys who will remain nameless enter her mind and she could feel gay for thinking it.

Really though, Peter figured that it all boiled down to what she thought of herself as.

If one member of either sex showed interest in her she'd stick with that one. Then again, that brought up the 'girl-pretending-to-be-a-boy' issue.

Yeah, should make sure whoever is interested in her knows about that first off. And really, if someone got spiteful and blabbed her secret, she'd have to just get used to dressing in girl clothes quicker than she thought.

But really, who's show interest in her. She was the nerd, the geek, the socially awkward wallflower who couldn't get a date to save their life. She was a matchmaker's worst nightmare really. Though outing herself was the last resort in case she got ousted by someone.

Like she thought though, who'd be interested in her?

Taking herself out of her self-deprecating thoughts, she turned her attention to the clock and noticed how later it was, but shrugged. Nothing new, she'd just call Aunt May to tell her she'd be back late if the time got anywhere near 10 o'clock.

\--------------------------------------------------------------------------------

Later on, they all gathered around an eel tank and with a man Peter didn't recognize working on a machine next to the tank.

"In nature, everything is connected." Curt narrated as he grabbed a hook-shaped tool. "As scientists, we expand and explore those connections for the benefit of mankind."

"We're experimenting with genetically altered rays and eels." Eddie added.

Curt pressed a red button on the wall that caused the tank to move out into the room. The tank was emitting a green light, the tank being filled with electric eels. "Think what it would mean if we harnessed this bioelectricity?" he asked as he probed the hook into the tank and lifted up an eel. "We could generate an alternate form of energy. A new…clean source of power."

"It sound's great, but, uh," Peter tapped the glass of the tank. "You might want to clean the tank."

"It's clean." Eddie replied. "This fluid, I call it sludge, increases the eel's bioelectric signatures."

"In fact, the eel's bioelectric signatures have become so intense; we've been forced to upgrade the lab's bioelectric filters." Curt added.

"We've been forced?" The man by the electrical components asked as he pulled out a power drill.

"Oh, right, I stand corrected." Curt amended. "We're forcing Max here too."

"All I'm sayin'." Max replied as he got back t work.

"Curt, I need to get Billy to bed." Martha said as the blond boy yawned.

"Sorry honey, I just lost track of time." Curt replied.

"You? No, no, I'm shocked." Martha said jokingly as she kissed her husband on the cheek.

"Well, I've got to wait for Max to finish, but, uh, you go ahead and take Billy home." Curt replied.

"Um, Curt, you might want to send Peter and Gwen home too." Martha said. "It is a school night."

"Oh, um, right." Curt said awkwardly. "Go on you two."

As Peter and Gwen left the building, Peter's cellphone rang. "Aunt May's early warning system, have to call if I'm not in by 10." She explained before putting the phone to her ear. "Hey Aunt May," she said still using her guy voice, "Sorry for running late, we just left the lab, I'm just gonna make sure that Gwen gets home safely, and then I'm on my way." She said and when she heard the affirmative, she hung up.

And with that, they continued on.

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The next morning, Spider-Man swung around the corner of a skyscraper and landed on a train roof. "Uh, I'm in real trouble here." She muttered as she heard a helicopter flying overheard by the bridge tracks the train she had landed on was.

The white helicopter flew further ahead of her and she raced across the train roof, then leapt into the air and webbed the bottom of the helicopter. She hitches a ride until the helicopter moves into the city and then starts to web swing through the skyscrapers.

"I'm not sure even my spider powers can save me this time." She muttered worriedly.

Spider-Man let go of her web as her feet hit the side of another concrete building and ran up it to jump to the wall of another in front, leaping up to the roof, then let out another web to grip the side of a red building as she looked over at her destination with annoyance as the bell rung.

Though while it was clearly hidden from view, her voice on the other hand was clearly laced with annoyance. "Uh, just once, I'd like to be here early for school." She griped.

After changing into her street clothes as Peter, she hurriedly ran off to make it to her Biology class. She nearly slid by her class and took a cautionary look in. When she saw that Mr. Warren was not looking, she snuck in and almost made it to her seat when she froze at what Flash said.

"Spider-Man in action!"

Peter looked down to see that a portion of her shirt was up and quickly pulled it down. "It's not what it looks like!" she exclaimed and barely managed to keep her voice male.

Flash held the Daily Bugle paper up and pointed at the front page. "Yes it is doofus. It says right here that the Daily Bugle is offering major fundage for a photo of Spider-Man in action!"

Peter looked embarrassed, and the chuckles she heard did not help at all. "Oh, then it what it is…what it looks like." She said before sitting down in her seat. It hit her a second later. "Hey, wait! That was my idea!"

"Looking foolish in Biology class?" Gwen jokingly asked.

"N-No, Spider-picture-thing." Peter said brokenly as she couldn't decide between feeling indignant or not. "I told that big mouth Bugle guy to-"

"Take photos of someone famous?" Harry finished as he put his hands on her shoulders. "Yeah, that is revolutionary."

The bell rang a second later as Mr. Warren called their attention. "Alright class." He said and started to distribute the papers. "I know you're all eager to get yesterday's test back." He said and the class groaned.

Peter didn't bother to make some snarky comment as Flash exclaimed, "C minus, sweet! The Flash completes another pass."

She was thinking about Harry's strange behaviour when he grabbed her shoulders. That was very strange. Still, it might have been his way of trying to deal with the situation she'd put him in, in his own way. A way that made her vaguely uncomfortable.

"Nice job Mr. Parker. Another A plus." Mr. Warren said as he passed Peter her test back.

As she looked down at her paper, her spider sense flared. "Oops." She said as she purposely dropped her paper and bent down to pick it up just after Flash threw the football he'd had in his hand and went sailing right into Mr. Warren's back.

"Mr. Thompson." Mr. Warren said looking peeved as the papers he'd had were scattered all over the floor.

Afterwards when the bell rang, Peter waited at the front of the room with Mr. Warren as he called out, "Ms. Allan, a moment please." He said and once she was by them, he gestured to Peter. "Liz, you need a tutor, and I'm recommending Peter for the job." Peter looked genuinely shocked at this and Liz looked back over her shoulder.

"Nerd is so not the hot accessory." Sally said contemptuously.

"Pfft, quality time with puny Parker, I'd rather fail." Flash added derisively.

"Study with Petey?" Liz questioned and pointed a thumb over her shoulder as she gasped like she had an idea. "Couldn't Flash tutor me instead?"

Both Peter and Mr. Warren stared at her. "Hmm. I'm not sure you understand, we want your grade to go up." Mr. Warren deadpanned as he pointed a finger upward.

As Mr. Warren walked away, Peter looked back at Liz, only for her to turn on her heel and flip her hair back. Peter had to flinch back to avoid being hit in the face.

\--------------------------------------------------------------------------------

"Hmm, I suppose I should head over to the Silver Spoon…nah, still got a good half hour left." Peter muttered as she let her pack and herself drop onto her bed. She closed her eyes for a moment before she heard knocking at her door. "Yes?"

Aunt May opened the door and came in holding a bag. "I know you would object, but I went out earlier and got you some clothes, women clothes."

Peter got off the bed and took the bag offered to her. "Really though Aunt May, you didn't have to." She said looking into the bag; and saw that the clothes were actually relatively nice and 'modern' looking. It was the other thing she saw in the bag that made her pale slightly. "Really, you didn't have to get me a wig."

"Think of like this," Aunt May said putting a lock of Peter's hair between her fingers, "At least with a wig you won't have to worry about growing your hair out if you don't want too."

Peter felt a smile cross her face. "Thank you Aunt May."

"You're welcome, Peter." Aunt May said before leaving the room.

Peter watched her go with a guilty expression. 'This just means I have to get that picture of myself even more.' She thought before she took out the wig and clothes and began to strip out of her current top, deciding to leave the pants on.

She took off her man-suit and pulled back on her Spider-Man top piece, then pulled on a long sleeved red shirt that ended at her wrists over it as the fabric clung to her curves. Feeling partially embarrassed about herself, she put on the small yellow baby doll vest that was in the clothing and saw that a small case had fallen to the floor.

Peter picked up the case and opened it to see that it contact a pair of green colored contacts. She carefully put them in then and there, blinking a few times to get used to the feeling, and better yet she had always wondered what wearing contacts would feel like.

She was pleased to find that it did not hinder or alter her fixed vision.

Peter put on the wig and went into the bathroom to make sure she looked alright and to fix anything else she might have missed.

She stopped dead at the sight she saw in the mirror. Staring back at her from the mirror was a pretty girl with large green eyes and black hair that ended just below the shoulders, the bangs hanging over her forehead giving her even more of a cutesy look.

Had it not been for the clothes, Peter would never have believed that the girl in the mirror was her. She barely recognized herself!

'I need a second opinion.' Peter thought as she raced out the bathroom and down the stairs. "Aunt May, I need your opinion on something!"

"Yes, what is, Peter?" Aunt May asked kindly.

Peter ran into the living room. "How do I look?" she asked in her female voice. "Honestly."

Aunt May's expression was almost comical, and had Peter not been so agitated, she would have laughed. Her aunt cleared her throat. "Peter, you look, in honest opinion," she added when she saw the look on Peter's face, "very pretty. I barely recognized you."

Peter relaxed and smiled. "Yeah, that's what I thought." She added. "Though, it feels…weird. Wearing girl clothing, the wig and the contacts." She smiled ruefully. "I don't think anyone would recognize me." 'Then again, that was the idea.'

"Was that all, dear?" Aunt May asked concerned.

"Yes, Aunt May, thank you." Peter said as she went back upstairs to her room.

She paled a second later when she saw the clock and realized she only had 15 minutes to get to the Silver Spoon. 'I'm such an idiot' she thought and knew she wouldn't be able to change quickly enough. She resigned to her fate with one thought. 'I'm only going to have to wear this out once.'

She piled the books needed and dashed downstairs. "Gotta go tutor!" she called over her shoulder and barely managed to catch the bus. She could have web swung, but that would have taken even more time.

Unfortunately in her rush, she had forgotten one very important thing. One that would come back to bite her and cause many misunderstandings.

But that's for later, at the current time, the bus Peter had been on stopped just a block from the Silver Spoon and she dashed in, looking around. She saw Liz waiting at a table, looking bored out of her mind. She walked over to the table, putting on a pleasant, if somewhat forced, smile. "Hello."

"Who are you?" Liz asked looking disinterested and still not looking up.

"Um," 'Think fast, Parker.' "Jessica." Peter finally decided on. "Jessica Drew. Peter said he had to bail last minute, something very important had come up, so he asked me to help you today instead. Sound good?"

"Whatever, not like one geek can…make a differ…ence." Liz trailed off as she finally looked at the other girl seated on the other side of the table.

Peter ignored the insult. "You'll find that is very subjective." She grinned as she opened up her textbook. "Now, allow me to start…"


	6. Chapter 6

"See, the chapters really about how biological systems interact." Peter said as she lowered the textbook with a smile, though she was disappointed to find Liz was texting on her cell phone.

Liz scoffed. "Anything in there about how biological systems are boring?" she questioned as she continued texting.

"Eh, dullsville, right?" Peter inquired nervously. "Who wants to waste their time with a textbook?-" While she had originally tried, honestly tried, to get Liz to pay attention, she was starting to falter.

"What a coincidence." Liz said cutting her off and pointed at her cellphone. "Flash just texted me those exact words," she narrowed her eyes, "about your geek friend Petey, Jess."

Peter grimaced as her voice began to falter even more as her patience thinned. "Eh, if you just stop texting Flash for…just a minute-" She tried, only to get cut off again.

"Good idea!" Liz said and hit speed dial. "I'll call him instead." She said as she put the phone to her ear and Peter resisted the urge to bang her head on the table.

She settled for leaning back into her chair as she crossed her arms. 'This sucks majorly.' She thought sullenly.

"No, it's not Petey, he bailed and sent come girl geek named Jessica." Liz said and suddenly replied with a 'This' before Peter looked at her in surprise for mentioning her fake name and blinked when her picture was taken.

'Not good.' Peter thought, now there would be proof of her disguise.

"Yeah, with her I'll be fluent in geek soon." Liz said derisively.

Peter rolled her eyes and saw a man in a brown jacket and a cap run away, people exclaiming in surprise. 'Uh oh, thug alert.' She thought. 'And I'm having so much fun being ignored.' She thought sarcastically as she picked up her pack, this time cutting Liz off. "Look, this tutoring this is something you need to learn, so when you're ready to learn, I'll be sure to tell Peter to never ask me to fill in for him again." She said coldly as she walked away.

Peter ran as soon as she was out of sight and turned into an alley, while taking her vest and shirt off to reveal her spider top, then took the rest of her civilian clothing off to reveal the rest of her costume, while stuffing her clothes, and wig (she could take the contacts out later) into her pack, then pulling her mask over her head, attaching the web shooters to her wrists and pulled the gloves on, then she let the webbing fly as it stuck to the building in front of her that she used as a slingshot to shoot herself up and over the building.

She swung overhead as she followed the guy and took out her camera from her belt. 'If someone's getting paid for Spidey's picture, it might as well be me.' She thought as she had brought her camera with her and twisted around as she took several of herself haphazardly as she turned so her back faced the people below.

While she had of course not forgotten her earlier decree of getting a picture, she had forgotten an important thing.

Spider-Man jumped and landed on a flagpole, as the camera flash went off again. 'Okay, self-portraits aren't going to be as easy as I thought.' She lamented. 'What I need is a group shot.'

She saw the man go down and used her webbing to attach to his back and pulled him into a web that left him hanging. "Say, Spider-Man." She said in her guy voice as the camera flash went off as her feet were attached to building she was on. "Wonderful," she commented as she subconsciously kept the arm holding the camera to obscure any view of her chest, "you are a very cooperative crook, though I can't get a good mug shot with this on-" she let webbing out from her free hand and yanked it back when it reached the man hat and mask to reveal what looked like a head made entirely of electricity.

Spider-Man had to dodge when the man let out a bolt off electricity that cut the webbing and more stray bolts send the crowd below scattering. She was by the bolt which sent her into a concrete building and tumbled onto the ground that was luckily just right there. "Ah!" she exclaimed and knew she was going to feel that in the morning.

Spider-Man looked back at the electric man that was still letting out bolts of lightning. "You shouldn't have done that!" he said in an echoing voice as he turned around and Spider-Man looked down at the mask she still had. "You really shouldn't have done that." He repeated in a much calmer and menacing tone.

People scattered as the lights, electronics and cars started to malfunction. An ATM malfunctioned as the lightning man approached Spider-Man, who still had her arm subconsciously obscuring her chest, even as she stood. "Why did you attack me?" he questioned.

He ran at her and Spider-Man flipped up onto a wall then jumped onto the small building on the other side of it in a crouched position. "Now, now, attack is such a strong word." She replied.

"What's your game?" The man questioned as he shot a bolt out at her.

Spider-Man dodged it and flipped over and when she landed she shook her head slightly as the contacts were starting to feel a little uncomfortable now. "Alright electro," she said webbing two broken plasma screens, "time to unplug." She added and used her super strength to send the flying into the man, busting on impact and creating a smoke cloud.

The man though is unharmed, and still sent bolts at her. "Stop it! Stop it!" he yelled as the electric field around him became increased. "Stop it!" he yelled grabbing his head.

Spider-Man had to avoid the electricity as she flipped up on the wall, of the building, her feet pressed into the wall, and her arms also held back to keep her attached to the wall as lightning shot around her at the walls.

She flipped up once more to avoid the bolts again and jumped at him, only to get caught in the electric field as he looked up. "Ah!" she shouted as she felt as if every part of her on fire as she dropped the guy's mask. She knew she was definitely going to feel that in the morning, she thought as she was sent flying into a car, denting it as she crumpled to the ground.

She looked up as the man walked over. "You should have left me alone." He said before firing another two bolts at her.

Spider-Man was in no hurry to get electrocuted again and made herself keep going as she jumped onto the car and continuously dodged the bolts sent at her as she let out a web and went sailing up towards the building and landed on the cracked side of a building. She heard over the sound of a bolt hitting the wall her cellphone ring tone.

"Oh, perfect." She muttered as she took out her cell and recognized the early alarm system. She held onto the cell as she gracefully flipped up the building wall and landed on the roof. She moved to avoid the lightning and jumped onto an OsCorp electric bill board and kept her feet and one hand attached as she called her aunt up. "Uh, just calling in." she said in her female voice.

"Peter, it's almost ten." Aunt May said worriedly.

"Tutoring took a while." Spider-Man replied and the mask lenses widened as she saw more bolts sent at her. She jumped over the bill board and kept herself attached to the wooden back of it. "It was slow going." She said as she used her spider sense to avoid getting hit by the bolts that came through the billboard.

"The weatherman predicted rain and you don't have an umbrella." Aunt May replied.

"Yeah, somehow I doubt an umbrella would help." Spider-Man replied lightly, even as she looked at the hole in the billboard the latest bolt through near her head. "Uh, i-it's not raining here yet." She amended quickly. "Bye, don't wait up." She said before clicking the end button, put the phone back into her belt and flipped back over the bill board. "Alright Electro," she began as she switched back to her male voice, and stood at the edge of the billboard, "I'm…all alone."

As she looked at the damage and cleared space, the one of the lenses narrowed to reflect her mood just as the two light bulbs on the billboard top exploded. Even more so as she looked down at the damage, she saw something that made her feel like a complete idiot.

During that entire fight, she wasn't even wearing her man-suit. And while the people were too busy running away, she was sure that the lightning guy had seen enough. Especially when she had tried to jump him and had been caught in the electric field.

Spider-Man swung away while repeating her earlier thought. 'This sucks majorly.'

\--------------------------------------------------------------------------------

Peter looked at the terrible photos she'd tried to take of herself. 'Blurry. Blurry. Oh! Nice one of my elbow, or my knee,' she thought as she tilted the photo, 'maybe. And this one would have ruined me if my arm had been two feet longer.' She added staring at the photo that had almost gotten her into the picture, except since she would have been obviously female, the wrecked photo might not have been a bad thing. 'Ugh. Even if my gender wasn't at stake, I can't take any of these photos to the Bugle. Not only does electro get away, but I've got one baddie that knows I'm a girl…at least I hope he was too busy to try and kill me to notice anything.' She thought depressively.

"Peter!" she heard and saw Gwen rush over to her. "I just heard from Eddie; there was some kind of accident at the lab."

\--------------------------------------------------------------------------------

As Peter walked down the hall, she tossed the photos into the passing garbage can, her thoughts guilty. 'Man, Max's life is trashed. And not only don't I recognize him, but I attack him too.' She thought frowning. 'Not sure I could have helped, least I could have tried.' She added silently as she saw Liz closing her locker up ahead.

"Oo, Petey!" she exclaimed in surprise.

"Yeah, Petey," Peter said evasively, "Look, I feel bad about ditching you and making Jessica help instead, so if you still want my help, we can meet at the ESU labs after school." She offered and was about to continue walking when she added, "It's up to you."

\--------------------------------------------------------------------------------

"Could we put him in a tank?" Gwen suggested and Peter looked over at her from where she was standing behind Eddie, who was at the computer. "Use the bioelectric filter to siphon off-"

"That won't work I'm afraid." Curt replied sadly. "Eels evolved to exist in aquatic environments. Max didn't." he added.

"And with the voltage he's currently generating, boom." Eddie slammed his fist into his hand. "You don't want him anywhere near water."

Peter saw from the corner of her eye that Liz just walked in and set down her umbrella. "Petey?"

There was a long pause as Peter looked more surprised than anything that Liz actually showed up.

"Petey?" Eddie questioned flatly.

Peter rolled her eyes. 'Yeah, wonder how I got that nickname.' She thought sardonically. When Liz began talking to Eddie and Gwen over by the eel tank, Peter talked to Curt about the invite she'd given Liz. "Maybe this isn't such a good time." She said.

"No, go on. I need to check some results in my office anyway." Curt said before walking into his office and shutting the blinds behind him.

"So, Eddie…you quarterbacking for ESU now?" Liz asked nervously.

"Nah, I left my jersey back in Midtown, I'm strictly a nerd now." Eddie replied.

"We're all nerds here." Peter added lightly as she slipped on a glove and grabbed a scooping tool. "You can be too."

"Wonderful." Liz said rolling her eyes.

"I'm serious, Liz." Peter guided Liz to the side of the tank. "You're smart; I know you are; you can get this stuff. You just need to look at it in a new way." She added as she reached into the tank.

"Ah, Petey." Liz exclaimed as Peter's reached into the tank up to her wrist.

Peter was completely calm though. "In nature, everything is connected." She narrated, parroting the explanation Curt gave them as she scooped up an eel before setting it back into the water. "As scientists, we expand and explore upon those connection. Maybe as people we should do the same."

"Heard your friend Jessica said this stuff was boring." Liz retorted in a somewhat smug tone.

Peter saw both Eddie and Gwen exchanging looks as they mouthed the name 'Jessica?' She was gonna have a hell of a time to try and explain that to her friends. "Uh, she can be little, um…distant though with people."

"You're lucky to have Pete as a tutor though Liz." Eddie said as they walked down from the side of the tank. "Guy knows his stuff. Probably a Nobel Prize in his future."

"Thanks Eddie." Peter said with a slight smile, even though she knew the-

"So, who's Jessica?" Gwen asked suddenly, while trying to look disinterested in the topic.

Damn. When Peter was right, she was right.

Thinking fast, she came up with a rather reasonable explanation. "Jess is…shy. Painfully so. She goes to our school but she's not in any of our classes, and she tends to stay out of the way. Never mentioned her before because she said it didn't matter one way or the other." She said with a steady voice.

Liz scoffed lightly. "Please, with how she looks, it's hard to believe she's also a nerd." She said taking out her cell and showing them the digital picture of the surprised looking black-haired girl. "See what I mean?"

"Well, she is very pretty, Peter." Gwen said with a rather brittle smile.

Eddie though let out a low whistle as he clamped his hand on Peter's shoulder. "Hey, Pete, think you can introduce me to your friend?"

Peter sputtered as her face heated in embarrassment. "What?" she asked surprised. "But, uh, I don't know…"

"Come on, Pete, we're bros, remember?" Eddie persisted.

Peter sighed. "Sure, I'll try to get her attention." He said, though since she was Jessica, she already knew what her answer was going to be.

No. Way.

She wasn't being mean or anything, it was just that this was already getting too complicated and out of control. Peter had wanted to do this at her own pace, and now it seemed that this wasn't going to happen. She sure as hell was gonna try to keep it under control though.

That photo of her disguise was bad enough.

A second later though the lights flickered and the door was blown out. "Connors!" The man from before stormed into the lab. All the teens flinched and Liz put her arms around Peter's shoulders. "You really don't want to keep me waiting." He added as he shoved all the stuff off the desk and onto the floor. "Where's Connors?" he repeated.

"I'm here." Curt said coming out of his office and placed a small device with a glass cartridge filled with a strange green fluid in it down onto the counter. "Try to stay calm."

"Calm? We left calm behind a lifetime ago, doc!" Max yelled. "I can't take it anymore. You caused this, you cure it!"

"We're working on it Max, I promise. It'll just take time." Curt pleaded.

"I don't…have time!" Max yelled as his hands went to the sides of his head. "Cure me! NOW!" he demanded as he shot out a massive bolt of electricity from his hand into the wall. "Before I really get upset." He said threateningly as he held his hand like a weapon and everyone reeled back. "I know you can do it, doc." He continued. "All you need is proper motivation."

'Oh well. The secret identity thing was fun while it lasted.' Peter thought sardonically as she was getting ready to jump in.

"I'll distract him." Eddie whispered breaking Peter out of her thought. "You get the girls out the back."

"Wha-Eddie, no-" Peter whispered. He ran and tried to jump Max, but got slightly electrocuted and sent landing on the ground. She gestured for Gwen and Liz to follow her as they ran out the back door. "Come on." She said pointing to a another building on campus across from them, the rain pouring down hard. "In there, it'll be safe." She then quickly scaled up the side of the building and tossed her shirt and pants onto the roof, knowing she was gonna regret leaving them out to get soaking wet, but right now there was something more important going on that her worrying about her clothes.

As Spider-Man now, she lowered herself in through the skylight window and hung upside down just in time to see Max chop the lab table in half with his electrified hand.

"Whoa, whoa, guys, I knows it's not a cure, but how 'bout some chill pills." She said lowering herself down from a web line.

"You!" Max yelled as he shot a bolt at Spider-Man, only for her to dodge it and land on her feet.

"Uh, yeah, me. Look, I messed up before, but I really want to help." She said extending her hand, only to remember to late that this was probably not a good idea.

"You wanna hold my hand?" Max asked as he took Spider-Man's hand and electrocuted her before she was knocked back into the broken pieces of the desk. "None of you get it! Without a cure, I'm not Max Dillon. I'm…what'd you call me?"

"Electro?" Spider-Man asked weakly as she used the broken desk to help herself stand back up.

"Electro. Yeah…I'M ELECTRO!" he yelled as his helmet folded back and his entire body emitted an electrical current. "RAHHHH!" he roared as the current began to arc all through the room in every direction.

Spider-Man saw the cartridge from before get hit and the fluid inside began creating some kind of reaction to it. As she looked up, she saw Curt and Martha help Eddie to his feet and guided him out of the lab. "Okay Electro, you wanna bench? Well catch!" she shouted as she webbed a piece of the desk and threw it at him.

He blocked it and launched two electrical whip attacks at Spider-Man, who quickly dodged it and leapt onto the railing that led to the next floor; then she quickly leapt away from a bolt shot at her and swung onto the skylight before dodging more attacks before dropping to the floor. She quickly evaded another attack by launching two web lines onto the ceiling and pulled herself up. She tried to launch a web at Electro, but he shocked her with a bolt that sent her falling off the ceiling and onto a computer.

Spider-Man quickly threw the computer at him when Electro looked back to see that Eddie, Curt, and Martha were leaving the lab and she tied him up in two webs before covering the exit with two web layers.

"Gone. My only chance at a cure. And you let him escape!" he yelled as he blasted off the webbing before running at Spider-Man. She ducked under the lunge and he was sent into a deck full of lab equipment before Spider-Man rolled away on a gurney from the explosion when the chemicals mixed together. "That's it!" he muttered as he stepped on the flames, the gloves folding back into his suit. "The gloves are off!"

Before she could react, she was hit with an electric blast that sent her through the webbing and through the glass door before landing on the ground. "Oof!" she groaned. She looked up and after dodging several more blasts, she caught sight out a teenager with a camera. She quickly launched a web line and yanked him out of the way of a stray bolt. "Sorry. Photo shoot's over." She said pushing the guy along. "But hey! If those shots come out, I want my cut!" she said as she dodged another blast.

Spider-Man leapt off the side of a blasted statue as she continued to dodge, slipping on a pair of rubber gloves. 'Okay Electro, the gloves are on.' She thought before launching a web line past him onto a lamppost, as the gloves didn't cover the web shooters. The next second she swung around and grabbed Electro's collar and threw him into the side of the ESU building. "See? You can dish it out, but you can't-" she dropped down beside him, only to get blasted and launched into the side of a radio tower, but swung around the interior before coming to a stop on part of the beams. "Oh, me and my spider mouth." She muttered as she rubbed the foam of her man suit. It acted as an extra padding, but it could only dull so much before she started to feel it.

"Hehehe! Can't escape me there web slinger!" Electro yelled. "This is my playground!" he aimed a powerful electrical current at the ground, and launched himself onto the radio before landing on it and electrocuting it.

Spider-Man quickly jumped off the metal and launched a web line before she bungeed herself out of hi range. 'Okay. Maybe the big metal tower wasn't the brightest idea.' She thought to herself as she grabbed onto one of the cross supports. The next moment her cell started ringing. "Ohhhh. Where does the time go?" she asked herself and opened it and pressed speed dial.

"Hello?" The voice on the other end of the line asked.

"Uh, hi, Aunt May." Spider-Man said in her female voice as she stood on the railing on her hand.

"Peter? Where are you? You sound strange. And there's so much static."

Spider-Man leaned out of the way of a bolt before continuing to hand stand and then was forced to dodge more blasts. "Uh, yeah, it's uh, bad connection." She said as she narrowly dodged another attack. "Listen, I'm running late again-"

"Peter, you're taking advantage of our arrangement. Calling late every night is not acceptable-"

"Uh, s-s-sorry. Can't hear you. It's a bad connection. Static. I'll be homes soon. Bye." Spider-Man said before quickly putting the phone. 'I am so grounded. Of course, being grounded right now might not be such a bad thing.' She thought to herself as she saw Electro begin to scale the tower.

"Hah, I knew I wasn't imagining it, you are a woman!" he yelled as he latched on the B, then it overloaded and the U, E, and W soon followed.

'Oh crap. He did see me.' Spider-Man thought dourly. 'What I really need though is a plan, then I can freak out about this.' She added as she avoided another blast and the next moment Electro shot a bolt right out of his mouth at her. She managed to leap out the way, but the blast knocked the W off the tower and into the air before it crashed through the skylight of the public indoor pool. When Spider-Man caught sight of it, the gears began to turn in her head. 'Or the world's biggest dunk tank.'

Spider-Man shot out a web to the top of the tower and swung around it, gaining momentum as she whirled around it before kicking Electro squarely in the chest, sending him flying through the air towards the pool.

For a moment, nothing had happened as his body hit the water, but the next second, a massive column of water and steam blasted out at her and she put her arm up to protect her face. When the steam cleared, she saw Electro lying unconscious at the bottom of the now empty pool.

Spider-Man heard the sound of sirens and saw a police cruiser turning the corner. She took it as her cue to swing away.

Still, here's hoping the guy at the bottom of the pool got laser guided amnesia with knowing about her now.

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The next day, Peter was walking down the hall, still a bit anxious, not to mention freaked out. Bad guy knew she was a girl, there was a photo of her disguise floating around…yeah, she had a lot to angst about.

"Petey, what were you thinking last night?" Liz asked as she shut her locker just as Peter absently walked past her.

"Um, that I should, try to help?" Peter asked, though she wasn't really paying all that much attention.

"And did you?" Liz asked skeptically.

"Uh, no." Peter admitted, though no one knew that actually was Spider-Man. "Old Petey's pretty useless I guess."

"I wouldn't say that." Liz replied. Peter looked at her in slight amazement. "And about your friend Jess…"

"It's okay." Peter replied. "You don't need to say anything."

"Hey! What' puny Parker doing here?" Flash asked as he and his posse walked out of a classroom suddenly.

"Tch, leaving I hope." Liz said grabbing Flash's arm after a tense second.

Peter walked away and met up with her friends. "Ah, Peter Parker, another hapless victim of the wild, undomesticated cheerleader." Harry commented as Liz and her group down the hall.

"It's her loss, Pete." Gwen said sympathetically.

Peter grimaced suddenly and upon seeing it, Harry spoke up again. "And hey, if the job was to help her learn, at least you taught her how to fold to peer pressure."

Peter sighed. "No big. I reached out, and she knocked my hand away. Can't control everything," that was certainly true, as she could never seem to escape people finding out she was a 'she,' "the trick is to never stop trying." She said as she casted Liz a final glance.


	7. Chapter 7

While crime-fighting was starting to rapidly become her second hobby, angsting was practically her first. She knew that while her life sucked sometimes, it was still good. Why was Peter, and at the moment Spider-Man, angsting about?

The fact Eddie kept dropping not-so-subtle hints about wanting to meet 'Jessica.' And the pestering had gotten to be too much for her that she said she'd agree to get 'Jessica' to meet him the next day.

Still, not a date; that was something. She wasn't exactly sure what, but it was still something.

And while she had been griping to herself about how strange wearing women's clothing was; she had to admit, it did feel 'right.' At least in some sense.

Enough of her internal thoughts though, Spider-Man thought as she saw four masked men break into a bakery and landed on a lamppost after securing her camera at a better, high, angle. She crawled down just as one of them said, "Take the cash from the register, but don't eat anything; Mrs.M's my great-auntie."

She activated her 'Spider Signal' as she crawled down in front of the window upside down. "So, you'll rob the piggy bank, but won't touch the cookie jar. Wow, you must qualify for nephew of the year," she made the finger swirl at her temple, "twisted division."

"Spider-Man! Get him!" One of them yelled.

Spider-Man tilted her head back to avoid getting hit by a crow bar. "'Spider-Man get him?' Is that the best you've got?" she asked jumping down from the web and sent the guy who tried to hit her falling back as she jumped onto his back feet first and webbed the masked man in front of her in the face. "I go to all this trouble to turn you into famous spider perps," she said jumping up to let the camera to get a better shot, and to let the who got webbed in the face hit the one she used as a foot stool, "the least you could do is keep things interesting." She said as she landed on the guy who's face she webbed's shoulders, "I always do." She added as she fired two web lines that the final guy moved away from and instead hit three pies.

She yanked the pies back and of them hit the man in the face as he looked back. Spider-Man jumped and ran up the wall, pushing off it and caught the two remaining pies and she saw that down below two of the goons had run into the lamppost.

"Really quite creative." She finished after she threw both pies at both men downed in front of the lamppost. She saw the last one making a run for it and causally webbed his foot and pulled him back, before webbing the three guys at the bottom of the lamppost and like a lever, she dropped off one end as they all got strung up, though she grabbed the last guy and sent him circling around the lamppost once to make sure they all stayed there.

Spider-Man heard the sirens and got out of sight, though she did sent one of her calling cards down to one of the police officers. She made her way to the camera she'd webbed up. 'Now let's see that to do list: stop the crime; check.' She thought as she took the camera out of the web and held it up in front of her. 'Took photos of my web-slinging self to win the Daily Bugles' photo contest; check, check.'

She headed over to a support beam that she had swung onto and saw the train passing over head and webbed it. 'High-tail it home before curfew; check, check ,check.' She added as she landed onto of the train roof. 'Yeah, for once I'm making all the smart moves, all the right choices.'

Once she made it back to her home, she went into her bed room, changed back into her street clothes, and went back outside, making a point of going through the front door and through to the kitchen. "I'm home!" she announced. "And before 10, thank you very much." She said switching back to her female voice.

Aunt May flipped through the mail. "Peter, making you curfew with seconds to spare is hardly cause for celebration." She said not taking her eyes off the mail.

"Aunt May, don't stress, I know you've been struggling to make ends meat," Peter replied as Aunt May looked up and she started on her way to the stairs. "That's all about to change, believe me!"

After going into her room and closing the door, Peter striped out of her clothes and set up her computer to start loading up the photos onto her computer. While she waited, she haphazardly tossed her mask and costume top onto her bed, then throwing both her man suit and bra onto the bed before pulling on a tank top, though once the computer was finished she was still wearing her costume pants, gloves, and 'boots.'

'Yeah, Aunt May's troubles are over.' She thought as she saw down on her chair and sat her legs crossed on the desk and put her hands behind her head. 'That Bugle prize money is as good as-' "No." she said aloud when she saw the white spot where the photo should be of her kicking bad guy butt. 'The window caught the flash, now they're useless.' She thought as she checked through each and felt a sense of defeat as she put her hands on her head and her forehead hit the desk.

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(Flashback)

Peter had sat in the hospital bed, frozen as he, now she impossibly enough was told that she had been turned into a girl. This could not be happening! It just couldn't be! She looked at the clothes she had been wearing all washed and set beside her. 

Everything looked the same, though she knew that if she lifted the blanket over her body up that she'd see a form that was hers, yet not hers. She was supposed to be a boy, not a girl. 

It rung in her head as the full implication hit her. Hard.

She was a girl now. From what could be discerned of what the doctors told her, and the ESU lab findings, was that the spider that had been her was female most likely. That was the only explanation they could give her for her current state. 

That her DNA was changed to match the sex of the spider that had bitten her.

She had been screwed over by the random event that gave her spider powers. Again. Just fan-freaking –tastic.

As if she needed anymore things in her life to get messed up.

(Flasback Ends)

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As Peter made her way out of the school after the end bell, she checked her pack discreetly to make sure she had her girl clothing, wig and contacts. Her spider sense went off suddenly and she knelt down to pretend to tie her shoe when a balloon went past her head and hit the spot she had been just standing up in.

"Hey Puny Parker!"

Peter looked up in time to see Flash throw a water balloon at her, and she jumped to the left to avoid it, then to the right to avoid another, and then backwards as a crowd started to gather. Another one came at her face and she spun around to avoid it.

There was some whispering about how she was able to dodge all the balloons and knew what she had to do as she groaned internally. 'Secret identities reek.' She thought as she put a deadpan expression on her face. "Hey quarterback can't you hit a-" she was cut off as several water balloons hit her on the head, soaking her hair, and her clothes. She even begun to feel her suitably loose shirt start to cling to her sides, making her think about taking a hasty retreat, but then Gwen was standing protectively in fron of her with her arms held out.

"Move geekette, or your next!" Flash yelled as he grabbed another water balloon.

"Please, if you could hit a target under pressure, would we have lost to Bronx Tech, you choked liked a cat with a hairball." She said folding her arms.

Peter grimaced when it looked like Flash really was gonna throw the balloon at her, but her expression turned to surprise when Rand put his hands on their shoulders. "Heh, want some Aloe Vera for that burn?" he chuckled and lead both Peter and Gwen away with Sally following. "Come on, Einsteins."

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When Peter and Gwen got off the bus that stopped at the university, Peter loosened the fabric sticking to her sides. "Ugh, this is gonna take forever to dry." She muttered, but was more worried about the fact that her man-suit wouldn't be enough to stop people from giving her looks and thinking she was just a guy with a girly looking body.

She heard enough muttering from those that saw her as Spider-Man.

Then there was the fact that someone actually did know that Spider-Man was, you know, a girl. She still hoped easy amnesia had dealt with that problem though.

"Maybe you should have told them to knock it off." Gwen replied and Peter raised a brow as they both walked up to the science building.

"They wouldn't have listened." She retorted.

"Well anything's better than just taking it." Gwen shot back with a retort of her own.

"Hey, standing there and taking it is Nerd's Survival 101." Peter replied dourly. "Besides, I got bigger problems."

"Still no Spider-Man pictures huh?" Gwen questioned. "Pete, counting on winning that prize money for you aunt might not be-"

Peter stopped in front of the steps. "Well what else am I supposed to do?" she asked with her shoulders slumped. "I never asked to be broke," she began as she starting to wring her shirt hem dry, "or semi-grounded, or smart enough to be Flash's drenching boy." Even now it started to feel weird referring to herself as a guy.

Gwen cut her off as she put her palm to Peter's forehead. "Stop, I'm so not letting you wish away that big brain." She said shaking Peter's head slightly before she removed her hand.

"If it's so big then how come it can't solve my problems?" Peter retorted dourly.

Gwen began walking up the steps. "Big, but not ripe, give it time cantaloupe boy."

Peter secretly rolled her eyes before following Gwen up the steps and into the building. She discreetly checked on her things in her pack and to her relief, found that they were soaking wet like she was. Seriously, this was just like when she had to go home wearing the clothes that she had left on the roof of the current building they were in let it be drenched in rain water.

When they went into the lab, Eddie was sweeping up and looked at them. "'Bout time, the Connors are due back any minute and we still got cleaning to do." He said and tossed Peter the broom. "Here bro-"

"Save it for later kids," Curt said as he wheeled in a trolley with Martha and Billy following, "first we celebrate."

"Ooo, cake." Gwen said lightly.

"Chocolate." Martha and Billy added, though Billy said it more enthusiastically.

Eddie shook Curt's right hand. "What exactly are celebrate-" he then seem to realize that the hand was not the robotic appendage. "Y-your hand. Your right hand…"

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While Peter was happy that Curt had his hand back, she had a more selfish reason to feel complacent. Eddie was arm wrestling with Dr. Connors and hadn't once asked about 'Jessica.' Hopefully it wouldn't cross his mind with what was happening and if it did, then she could just say that it slipped her mind.

Yes, she was being incredibly manipulative, but she was still a little freaked out by the thought that Eddie seemed to find her 'Jessica' disguise attractive. While a majority of herself was uneasily waiting for the shoe to drop and him to realize that he was supposed to meet with someone, another part of her, a small part, found what was probably the closest thing she'd most likely ever get to a date to be rather…nice.

And that was just sad though.

Not to mention that Eddie had no idea that Peter and 'Jessica' were actually the same person. Yes, it was sad, and still pretty manipulative.

And she wasn't even going to start thinking about the situations with Gwen and Harry. Peter thought she might not like where her thoughts lead her; or, like a sucker punch, might lead her to something that she does find she likes.

What she concludes makes her stave off thinking about it.

Her thoughts are broken when she turns her attention back to the wrestling match and sees that Eddie has pinned down Curt's hand. "Gotcha! Uh, sorry?"

"What are you kidding?" Curt questioned incredulously. "Do you know how thrilled I am to lose at arm wrestling?" he asked rubbing his fist.

"Doc, your lizard formula is the cure for every lost limb and amputation in the world." Eddie said standing up. "We're talking guaranteed Nobel Prize!"

Martha put her hands on Curt's shoulders. "Slow down, Eddie. Bad enough that my husband used himself as a guinea pig-" she stopped and seemed to be looking at something before she looked over at Billy. "Hey Billy, Eddie just installed Space Wackos 2 onto the office computer."

"Space Wackos 2? Wicked!" Billy cheered as he ran towards the office door.

"If you're going to crank the volume, close the door please." Martha called and the door was closed a second later, then she looked at her husband. "Take off your shirt dear." She ordered.

"Wh-are you kidding? It's freezing in here." Curt replied and Martha simply gave him a look, and he folded. "Well, alright." He said as he removed his lab coat, then his shirt. As he pulled it over his head, everyone's eyes widened when they saw dark green scales growing from the back of his arm and along his shoulder to the nape of his neck. "W-What?" he asked as he turned around, unaware of the scales on him.

When Martha pulled off one of the scales and held it pointedly up to her husband's face, all he could do was say, "Oh."


	8. Chapter 8

The party had been cut short and everyone did their own thing to try and solve the problem, Martha brought up a current scan of Curt's brain to show just how far the mutation was expanding.

"Lizard DNA is more primitive than human," Martha started as she turned away from the scan and looked at her husband, who was trying to work out a formula cure, "and the reptilian part of your brain is growing."

The chalk in Curt's hand broke in half. "That's right. I'm regressing…I can feel the change…Gah!" he clutched at his head.

"Curt, please, you need to keep a clear head." Martha said as she put her hand on Curt's shoulder.

"No; you need to hurry," he replied as his arms dropped to his sides, "I'm losing control."

"The reptile DNA formulates faster than I can I.D them," Eddie said looking up from the microscope he was looking through, "I don't know how we'll ever knock 'em all down."

"Wait bro." Peter said as she and Gwen walked over. "What if did it the other way; create a human filter that knocks out the lizard code? Like the nose filter on a cell phone?"

Eddie let out a weak chuckle. "Yeah, nice try bro, but-"

"No wait!" Martha interrupted as she helped Curt stand back up. "That could work. A…gene…cleanser."

"Yes, yes of course. I should have seen it before." Curt replied. "My notes!" he said urgently. "I'll have all the data we need."

"So, it'll remove all non-human DNA." Gwen summarized.

'Even spider.' Peter thought with realization, though the non-human part made her realize that even if the cleanser would work; she'd still be stuck as a female. She noticed Billy in the slightly opened doorway of the office and only closed the door when he was noticed. She walked over to the office as everyone else became distracted and walked in, closing the door behind her. "Hey, Billy." She greeted softly as the boy was typing rapidly on the computer. "How long were you listening?" she asked as she walked over.

"I don't wanna talk about it." Billy replied as he played his game.

"Okay, what do you want to talk about?" Peter asked putting her hands on the desk.

At this, Billy pulled out a book with a lizard on it out from beneath the desk and set it on the table. "The book says some lizards lay hundreds of eggs, and never see them hatch."

"Uh-huh." Peter said slowly as she waited for the boy to continue.

"Most of the babies get eaten by predators, but the parents don't even care," Billy said and turned the page to a picture featuring a vicious lizard with sharp teeth, "'Cause they've only got lizard brains." He whispered.

Peter connected the dots and put a reassuring hand on Billy's shoulder. "Billy, trust me, your dad will always care about you." She wanted to be right, she really did.

Billy looked away. "Even if he turns into a monster?"

There was a shout from Curt outside the room and they both looked out the door and walk out slowly out, thought Peter put a hand out in front of the boy to make sure he didn't go any closer.

"Curt!" Martha cried as she knelt down beside her husband.

"I'm sorry…I made a …terrible mistake." Curt said as the transformation began.

His body started to convulse as he held his arms to his sides and his hands began to twitch, his finger nails being replaced with sharp dark claws. His eyes became slitted as he released a roar, large spines growing on his back as he suddenly sprouted a tail, and as his muscles bulged, his skin turned green and scale; then his skull reshaped itself as his mouth gained razor sharp teeth. He let out another roar as his tail swung around as he ran on top of a table, letting out yet another roar. He knocked over both lab tables at his sides and let out another roar.

"Curt? Curt? Do you recognize me?" Martha asked as she walked over to him with her hands held in front of her.

The reply was a hiss and bared teeth.

Out of nowhere, Eddie jumped onto his back. "Doc, stop! We just want to-" he was cut off as he was thrown into the door to the office, crushing Peter against the door after she pushed Billy out of the way.

The lizard man jumped onto one of the walls, and leapt up through the skylight before landing on the roof and running into the city.

Down in the lab, Peter hoped Eddie hadn't noticed anything strange when he got crashed into her and both Martha and Gwen helped her help. Luckily her man-suit softened most the impact.

"Eddie?" Martha questioned as the blond ran for the door.

"You finish the gene cleanser," Eddie replied, "I'll follow the doc and call in with the location." He said as the doors flapped shut behind him.

"Uh, I should get going too." Peter said. "Aunt May will ground me if I'm not home by ten."

"Pete!" Gwen exclaimed as she grabbed his shoulder. "You can't leave now, we need to help."

"Well I just…" Peter began; then abandoned that line of thought. "I can't be late." She remedied. "She worries." She finished as she slipped her arm free and headed for the door.

As Peter changed out of her clothes and put her webbed her pack to an alley way and attached her web shooters. She slipped on her mask just before she launched a web and swung out into the open. "Now, if I were a 6'5 lizard instead of 5'6 spider; we're would I hide?" she asked herself as she swung in the midst of destruction and noticed that people were running out of the subway station. "Duh, underground." She deadpanned and jumped gracefully down into the subway.

She swung in just as she saw the Lizard ready to chomp down on a girl's head and kicked him away. "Sorry, no eating in the subway." She said as she sent him flying into the token rails. Spider-Man crouched down on the opposite wall and jumped forward when the Lizard threw a broken piece of the wall at her and created a web to stop the falling debris from crushing Eddie after she saw her friend trip. She looked back once to make sure he was okay before grabbing a hold of the Lizard and snaring him in a web against the wall and crawled along the roof to talk to him. "Dr. Connors, we have to get you back to the lab, understand?" she asked as she hung on the web, keeping one of her hands above it.

Spider-Man flinched back when the Lizard's scale face broke through the webbing. "Dr. C, you in there?" she questioned and the Lizard roared when she held the web together and kept its snout closed with her hand. "Okay, maybe not." She amended and got of whiff of its breath. "Oh yikes, can you say halitosis?" she quipped jumping away and landed on the ceiling. "Oh, I knew that you could." She deadpanned.

The Lizard struggled with the rest of the web it was trapped in before its claws broke free and tore the webbing away and jumping at Spider-Man, who jumped out of the way as it used its claws to dig into the gravel to keep it from falling.

The Lizard managed to crash onto her when she tried to swing away, sending them both though two support beams that Spider-Man webbed and flipped backwards to get the Lizard off her and slingshot forward before letting go of one of the web lines and turning back around.

'Okay doc, this is going to hurt me more than it hurts you.' She thought and went in the Lizards direction, only to get knocked back with its tail when it spun around. "Ah!" she grunted as she was flung onto a beam below and had to grip the edge from falling over it. She knew that a lizard's tail could hurt, but she didn't know that the hit would hurt enough to send the pain straight through the man-suit. "Yeah, definitely hurts me more than you." She looked up to see three blurred images of the Lizard combine into one as he vision cleared to see one angry-looking reptile jumping at her.

"Ah!" Spider-Man yelled when the Lizard turned at the last second and its tail came down on her hand as it jumped onto the ground. She also fell onto the ground, bouncing back in mid-air onto her front and stopped herself from landing on an electrified subway rail track. "Watch that third rail Web Head." She gasped and held her sting hurting hand in her other hand. "Ok Lizzy," she said creating a makeshift sling to cover the palm of her hand and wrapped it tightly between her finger to secure it and looked around, "we're'd you get to now."

Spider-Man looked up and she saw the Lizard using its claws to crawl rapidly across the ceiling and out of sight. "Hey! Wall crawling's my shtick!" she shouted after it. "You start spinin' a web and I'll sue!" she added shaking her fist after it before she noticed a subway train moving at her and jumped out of the way and used her good hand to grabbed onto the support beam above, cradling her other hand to her chest.

She saw the Lizard jumped, grabbing on the rail and kicked her off, sending her flying into the beam at the main subway. She fell onto the ground and heard the subway screech to a stop. She grimaced underneath her mask in pain and only opened her eyes when she heard the train begin to leave. "Anyone get the number of that-" she cut herself off as she saw the Lizard disappearing on the leaving train.

Spider-Man let out a web line from her good hand to attach to the train before tugging herself to jump onto the Lizard, managing to take it down, but before she could land a punch, it used its tail to send her flying off. She only managed to stay on by grabbing the edge of the train, and slid down the windows a bit before sticking properly and noticed two kids in the seat on the other side of the glass. She plastered her feet against the glass and using only three of her limbs, she climbed back up the train's side to the top, and had to bend backwards to avoid getting hit by lizard tail again.

She jumped and using both her feet sent the Lizard onto its back, grabbing its flailing tail wither her good hand and wrapping it around its front when it got back up, though it pushed her into the moving wall before tossing her further down the train roof.

Spider-Man looked groaned as she turned onto her back only to have to Lizard try and crush her stomach with its tail. She felt the metal bend beneath her as her man-suit absorbed most of the damage, but on the third consecutive strike, she was pushed through the roof and into the train interior, startling the people on board.

She saw a small number of people looking down at her and felt two people lift her up a little before a flash went off in front of her eyes. She heard snarling and as the two people helping her help, she saw the Lizard in front of her on an above rail its teeth dangerously close to her head.

As the Lizard dropped to the floor, it turned its back and the people all backed off in terror. Spider-Man shrugged free and jumped at the Lizard, grabbing it as she sent them both out a window and she used her sticking power to crawl under the train and to the other side, though she felt a set of claws grab her head and she punched its snout out of her face and its claws to avoid getting her head ripped off and hurried crawled back up the train wall and onto the roof.

She turned as the Lizard jumped at her and she dodged it by jumping over and landing on its back. She jumped again and sent the Lizard a few feet back, its claws creating sparks as it regained its balance and once again hit her with its tail. Spider-Man web lined the beam above to turn on her side and webbed the beam some space above the train so she could land on it without worrying about falling short of it.

She saw the Lizard running and saw it disappear over the edge, only to notice the low rail rapidly approaching. She set her feet flat against the side of the train and stood straight and when it passed, she used her good hand to get back onto the roof. "Okay you big dumb gecko-" her spider sense went off and the back end of the train blew out and she let out a grunt and webbed the end, but when the Lizard threw a piece of the metal wall, it cut through the web line and she crashed into the ground before rolling to a stop.

"Ohh." She groaned as she stood back on her feet wobbly, and saw that the train was now gone. "So much for plan A." she griped as she rubbed her bad arm and lowered her head.

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Spider-Man had decided to head back to the lab to see if the cure had been made, after calling her aunt with a fabricated story about having to stay late at the lab though. She had removed her glove to her bad hand and felt that it still stung badly, but she was relieved to find it wasn't broken, just sprained.

She still pulled the webbing off her glove and wrapped her bare bad hand in another makeshift sling before putting the glove back on. She'd just have to avoid using that hand for the duration of the night.

She arrived back on the lab skylight and looked down into the lab to see Martha pouring a yellow liquid into a vial.

"We're done?" Gwen asked tentatively.

"I think so." Martha answered. "It all squares with Curt's research, though there's only one way to test it." She continued as she took her goggles off. "Since Curt's…hide is so thick," she held the vile up, "we'll have to find a way to make him drink it."

'That's my cue.' Spider-Man thought as she lowered herself from the skylight on a web line. "Maybe by asking for help from a guy in a spider-themed onesy."

"Spider-Man?" Both Gwen and Martha questioned in surprise.

"I get that reaction a lot." Spider-Man replied nonchalantly.

"How did you know we needed you?" Gwen asked as Spider-Man hung right side up from her web line.

"Uh, my spider sense was tingling." Spider-Man lied, thankful that they couldn't see her expression.

The phone rang the next second. "Hello?" Martha asked and put the phone on speaker.

"It's me." Eddie's voice rang from the other end of the line, hissing coming from the background. "He's at the Bronx Zoo."

"Tell your friend to stay clear of the Lizard." Spider-Man webbed one of the vials of the gene cleanser. "Tell your friend to stay away from the Lizard. I'm on my way." She added as she pulled bungeed back up through the skylight to avoid having to pull herself up instead and swung using her good hand to provide the webbing and running across skyscraper walls to reach the zoo.

When Spider-Man reached the zoo, she spotted Eddie by the 'World Of Reptiles' house and he stumbled back onto a bench. She landed on the back of the bench in a crouched position and he jumped up in surprise. "I get that reaction a lot too." She deadpanned again.

"I think he's in there, with the other creepy crawlies." Eddie said looking over at the open door to the building. "Must have smelled them or something."

"Good." Spider-Man replied. "Stay put." She instructed before using her good hand to swing into the building and crawled along the wall with a her good hand and legs while letting out a sigh. "Whoa, like a sauna in here." She muttered to herself. "And me without my spidey trunks." She added, then remembered the fact she was a girl underneath her clothes. "Scratch the trunks." She let out a web line and swung over to a rail, which she landed on and looked out at the stream to see a reptile form in the water and jumped on it.

"Gotcha!" she grunted and realized that it wasn't the Lizard, but a lizard. "Oh perfect! The In-Law." She added as the crocodile continued thrashing down the water. She heard a growl from nearby and before she knew it, two scaly arms wrapped around her, pinning her arms to her sides, and pulled her off the crocodile and pulled her down into the water.

Spider-Man struggled to get out of the Lizard's grip and felt the air she was trying to keep in, but her eyes closed as she felt herself start to black out. After a blank in her memory of the water rushing into her lungs, did she feel someone pulling her out of the water and started to cough up the water did she get a look at her 'hero,' Eddie. 'How ironic.' She thought. "I thought I told you to stay put." She rasped and managed to keep her voice from switching to her real female voice.

"You're complaining?" Eddie asked incredulously.

Spider-Man sat up suddenly and looked at him. "No way bro-uh, guy. Look, we're gonna need a new strategy," she held up the vile from the lab, "Lizzy's not in a medicine taking mood."

There was a snarl and both teens looked at the water as the Lizard was wrestling the crocodile.

"Not when he's so enjoying his paly date in a heated pool." She finished. Then it hit her. "Wait a minute." She said and got up, running to the back and they headed over to the polar bear habitat. "The fake reptile pool was heated, but dunk a cool-blooded reptile in freezing water and he'll slow up." She said excitedly.

"Right." Eddie agreed. "Slow enough to force a little gene cleanser down his throat. But first, you need to get him here, with lizard bait." He emphasized and headed back to the reptile house.

"Don't even think about it-" Spider-Man tried to protest, but Eddie cut her off.

"My choice! Don't try to stop me!" he yelled.

Spider-Man sighed lightly. "I'm impressed bro." she remarked her eyes lingering in her friend's backside for a moment too long and she snapped herself out of it. 'Don't stare you pervert.' She thought scolding herself before letting out a web line and swung down into the polar bear tank.

She landed on the ice all. "Okay, first; prep time." She said aloud and webbed up the caves that the polar bears were in. "First to make sure the polar bears don't take a midnight swim. Check. Next;" she looked up from her perch, "find the perfect spot to bounce Lizard into the tank. Check, check. Perfect angle." She thought looking at the top of the dome.

Her attention turned first to a tree overlooking the tank and another thought crossed her mind. 'Perfect spot to take a picture.' She took out her camera and swung up to the tree, webbing the spot between the branches before setting the camera on it, then she made her way to the top of side of the dome and kept the vile in her sprained hand, while keeping a web line in her other as she waited.

"Ahhh!"

Spider-Man looked down just as Eddie had lured the Lizard out of the reptile house and led him to the side of the polar bear tank.

'Now for the crucial element of surprise.' She thought silently swinging down when her cell suddenly went off and the Lizard turned around with a snarl.

The Lizard knocked her out of the air with its tail and the vile flew from her hand, but quickly making a web line and pulled it back into her hand. She jumped over the Lizard as it charged at her, but its tail wrapped around her waist and threw her against a fence, her arms hanging up over the rail to keep herself from falling on the ground.

The Lizard grabbed a hold out Spider-Man's head and lifted her up when a childish high voice yelled, "Dad! Stop! You don't have to be a Lizard!" Billy cried as he skateboarded onto the scene and the Lizard threw Spider-Man to the ground. "You're still my dad!" he added and the Lizard used its tail to bring Billy to eye-level.

For a second, the Lizard hesitated, but after a moment, it looked like it was about to bite the boy if Spider-Man didn't wrap its face in a web line and threw herself over the tank side, falling into the water and taking the Lizard with her.

The water didn't work fast enough and Spider-Man was thrown out of the water by an uppercut and back onto the ground above. The Lizard jumped at her, but she tossed it over her back with her legs, though the Lizard wasn't fazed.

Spider-Man jumped onto the Lizard's back and held its mouth open with one of her hands. When she had tried to force feed the serum into the Lizard's mouth, she was thrown over its back and onto the ground. A second later she was grabbed and thrown down into the tank and landed on one of the webs she'd placed to keep the polar bears their caves. The Lizard jumped at her, but she dodged, though it was she was intercepted and tackled into the freezing water again.

When they both resurfaced, Spider-Man hit the Lizard with a left hook before webbing a rock at the base of the tank's cliff and threw it at the Lizard, only for it to cut through it like it was nothing. It then struck at her, her dodging the first blow, but getting hit in the back by the Lizard's tail an once again being knocked into the water.

The Lizard tried to bite her, but Spider-Man was able to barely hold it back with her right arm, looking around for a way to turn the fight around. She had to think fast, as the water was starting to affect her more than she was sure it was affect the Lizard.

Her eyes landed on Billy's skateboard and after elbowing the Lizard in the face, she used her bad hand to shot a web line at the boy's skateboard. She let it go as the board was in her hand, she used it as a guard when the Lizard bit down on it.

"Brought you a present Lizzy." Spider-Man said as she popped the cork on the vile and flipped the Lizard onto its back, forcing the fluid into the reptile's mouth. "Gene cleanser! Guaranteed to remove your toughest stains! Grease, mustard, even lizard DNA." She finished as she stepped back and the Lizard bit the board into pieces.

The next second she was hit by the tail again and two more vicious punches. As it lifted Spider-Man up by her head again, it let out a shrill sound, its right arm and tail began to unravel into dead biomass and the muscles starting to turn back into human proportions.

Spider-Man quickly stepped forward and caught the now human Curt Connors as the man fell unconscious.

Personally, she didn't blame the man; she was just about to keel over too.

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When Peter changed out of her costume and into her night clothes, she had sent the pictures that didn't show anything incriminating to the Bugle and had just curled up onto her bed, when her cell rung.

She groaned softly and held the phone to her ear. "Hello?"

"Hey Pete, can you tell your friend I'm sorry for blowing her off? I just remembered, but with how things went tonight-"

"It's okay." Peter said cutting Eddie off. "I'll call her tomorrow before I head over to the lab in the afternoon after school. I'll tell her that you were busy and was sorry that you couldn't make it and ask her to meet you the day after tomorrow-to let her get over being mad you, you know."

"Thanks Pete, you're the best."

Peter hung up the phone and put it on her night stand before closing her eyes.

The next day after school she headed over tot eh university where she met her guy blond friend outside the lab doors. "She said yes."

"Great." Eddie muttered as they went inside.

Peter looked at him oddly before she saw the Bugle tabloid. 'That…that's my picture.' She thought astonished.

"This is of Dr. Connors." Gwen pointed out.

"Pictures and everything." Eddie said dryly.

"But who could have taken these?" Martha questioned.

"Check the by-line." Eddie added even more dryly.

Peter felt a bit cold. "Ah-we-I-Did you see?" she asked trying to defend herself, but the plain truth was right there on the tabloid, and the implication it gave everyone present, it made her look selfish. "There are no shots of Billy, or Dr. Connors, or anything to prove he was the Lizard."

"And that's supposed to-" Eddie shouted, but took a deep breath. "Bro! You ditched the antidote effort to win a contest."

"Eddie, it's alright." Curt interrupted. "Besides, I'm not exactly in a position to throw stones." He added sadly as he closed the door to his office as he went in.

"Peter. You're young, and faced with difficult choices." Martha began. "Young people sometimes make mistakes."

"Thanks for understanding, I-"

"I understand you." Martha interjected. "But I can't trust you. You're fired."

Peter fell very still; she looked at her friends, but they only turned their backs to her. She had no reason to feel betrayed, as she knew that she deserved this. She had been selfish and was paying the price. While she wanted to shout how she trusted them with her girl secret, she didn't salt the open wound by throwing it back in the woman's face by saying that they had turned her into what she was now.

Though now was not the time or place, as her friends were present and would start asking questions that she really wasn't ready to answer at the moment.

That didn't mean though that this didn't sting any less.

She silently left the room, passing the gene cleanser as a thought crossed her mind. She closed the door and headed up through the vents over the room, webbing the a vile of the cleanser from a small rack on the table without notice.

Later that night, she was in costume and had returned home. 'I never asked to be Spider-Man.' She thought opening the window. 'I never asked for these powers…to be turned into this. I never knew it would mean a bashed up hand, a 10 pm curfew, and friends who all think I'm scum.' She added as she pulled off her mask and took the vile out of her belt.

'It's all just a twist of fate…a random…bug bite.' She thought popping the cork on the vile and stared at the liquid. While she knew that the girl change was probably permanent, as least with this cleanser she'd be left with only one problem to deal with. 'Easiest decision I ever made.' She added raising the vile, but lowered it to stare right at the photo of Uncle Ben and her when she had been younger…and male.

She webbed the picture frame and looked at it. 'Except I saved him.' She thought thinking back to the previous night when she pictured Billy hugging his dad and his mom joining in. 'Spider-Man's no magic wand,' she thought and set the picture on the nightstand, 'but thanks to the web head, Curt's cured. And Billy gets his father back.' She knelt down to under her desk and webbed the vile to the corner. 'So what if nobody threw a parade, Spidey stays 'cause Spidey's needed…

…for now at least.'


	9. Chapter 9

'Hmm, I don't think I'll ever get over seeing myself like this.' Peter thought looking at the mirror which showed the foreign sight of her disguised form. She had kept the wig's hair down and it brushed against her shoulders, and a pair of bright emerald contact covered green eyes stared back. She had changed out of her man-suit and the form-fitting dark red shirt showed the change, as well as the black jeans she had put on.

It amazed and astounded her how different she looked with just a few changes. Then again, she was used to seeing a 'boy' in the mirror staring back at her, not a girl.

'Still, I need another person's opinion besides Aunt May's. I love her, but I need someone who won't be afraid to tell me I'm screwing up in the bluntest way possible.' She thought and put a hand to her chin in thought. Who…wait, she had it!

Going back into her room, Peter picked up her cell and hit speed dial. She waited a few moments and then, "Yeah?"

"Hey Harry!" Peter said making a point of using her guy voice.

"Peter-uh, Pete?" Harry quickly corrected.

"Harry, I need you help on something. Can I meet you outside OsCorp?" Peter asked.

"Why not just come on up?" Harry asked confused.

Peter looked down at herself. "Trust me, you see me and you'll know why."

"Uh, sure, I'll meet you outside."

"Thanks. You're the best." Peter replied and hit the end button before putting it in her pocket and headed downstairs. She still had time to meet Harry; then go see Eddie with time to spare. "Aunt May, I'm going over to Harry's, is that okay?"

Aunt May looked up from her spot on the sofa. "Yes, go on dear."

"Thanks." Peter said smiling before leaving the house. The thought of yesterday came back to mind when she'd gotten fired from the lab, and while it brought a new pang of anger to her chest, she had to remember that she also brought it on herself.

In a way, she was scum for selfishly taking the pictures in the first place, but she needed the money to help her aunt. She took the bus and when it came to a stop a block from her destination, she had no qualms about walking.

She saw Harry waiting outside the building and walked up to him. "Hey Harry."

Her friend turned around and raised a brow in confusion. "Do I know you?" he tried to smile suavely. "Not that I'm complaining of course."

Peter almost choked up to keep herself from laughing. "Harry, it's me." She said meaningfully.

Harry stared at her face for a long moment, before he paled slightly. "P-Pete?" he asked in shock and received a nod in reply. "This is what you really look like?"

"My hair and eyes are obviously hidden behind a wig and contacts, but yes, this is my girl body." Peter said gesturing to the rest of her.

"I can't believe how different you look." Harry said still looking shell-shocked; then he turned that curious shade of red again. "Please don't hit me but, it's nice to see your body clothed instead of me walking in on you in the shower."

Peter rolled her eyes at him. "I certainly haven't been showering at school anymore to cause another incident." She said. "Though this is what I wanted to show you. I'm going to meet Eddie and I need an impartial opinion of how I look."

"And you came to me?" Harry asked dubiously.

Peter nodded. "Pretty much; and I can't ask Gwen since she's mad at me."

"Did you finally tell her you're a girl?" Harry asked.

"No." Peter replied.

"Huh, figured that would have been it." Harry answered. "Well, if you want my opinion, I have to say that you look really pretty, if you'd put a little make-up in you'd look even better."

"What?" Peter asked flatly.

Harry held up his hands defensively. "Hey, you wanted my opinion."

"It' not that, it's just…how do you know about make-up?" Peter asked staring at her friend oddly.

"Uh my mom wears it and it's hard not to hear about it and-and, can we talk about something else please?" The redhead asked suddenly.

Peter decided that embarrassing her friend was at the bottom of her list and dutifully changed the subject. "Why are you acting so strange around me nowadays?"

Granted, the new subject wasn't all that great.

"I haven't been acting strange." Harry replied.

Peter raised a brow, but decided to figure it out herself. "Fine, whatever you say. Though if I hug you, you aren't gonna be all weird on me, right?"

"Hug me? What are you, a…girl?" Harry trailed off and shook his head. "Sorry, still trying to really wrap my head around this."

'So am I.' Peter thought but didn't say aloud because she knew that it would cause holes to appear in her story. She had to make her friends believe that she had always been a girl, and not just a gender-bended boy.

That felt odd thinking for some reason.

"Anyway," Peter shook her head as if it would get rid of the thought, "I gotta go, thanks for your help."

"Anytime Pete." Harry replied before going back inside the building.

Peter continued on her way to the place she'd agreed to meet her friend at. It wasn't all that far, as the location had been the Silver Spoon; she had told Eddie that 'Jessica' had known where it was and would meet him there.

A thought came over her as she looked down at herself. 'Looks like the 'one time deal' with wearing these clothes outside just went out the window.' She thought, and the slowly growing part of her that accepting what she was now, actually liked that she looked pretty.

Peter looked around before spotting a blond head of hair and walked over to the table he was at, which was inside. "Hello, it's nice to meet you…finally." She added a bit of annoyance at the last word for good measure.

"Yeah, sorry about bailing yesterday, something else had come up." Eddie replied sheepishly.

Peter blinked before smiling. "It's okay, it must have been important anyway." She said making sure she looked placated.

"So you're Peter's friend?" Eddie looked a little bitter when he mentioned her name, but covered it up.

"Yes, that's right." Peter replied.

"Then how come he's never mentioned you?"

"I don't like being the center of attention; I made him promise not to mention me." Peter shrugged without missing a beat. "How do you know Peter?"

"He's been my friend since we were kids. We did practically everything together." Eddie replied and his expression lightened a bit.

"Awww." Peter cooed as she played her part, and she really did find the slight blush that came over his face to be rather…cute.

Wait…cute? Where had that thought come from? Eh, she decided to roll with it and allowed herself the brief moment to appreciate just how attractive her friend really was.

Okay, moment was over, she thought pushing away the thoughts before they got perverted.

"So what year are you in?" Eddie questioned.

"Junior year." Peter replied honestly, seeing no reason to lie about certain things. If he asked her age though, she would lie though.

Some things people were just better off not knowing, like how she'd been a boy that got turned into a girl.

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While she had met with her friend by tricking him into believing she was just a distant and reserved girl, the outing-she refused to think of it as a date-had been nice. She'd rather think of it as just two friends hanging out rather than the technical term for it.

Date. That four letter word would not have been so dreaded had she not been so gender confused. Though she had to admit, she did like what she had seen.

Now, as she was laying in her spider costume from patrol, she had to admit she really liked what she'd seen.

Then again, her sleep depraved mind might be hallucinating. She dropped on her bed stomach first as her arm laid over the edge and she fell asleep.

She was awoken hours later when she heard Aunt May say, "Peter dear, are you up?" Right outside her bedroom. She jerked up in surprise. "Time to wake up, Miss Lazybones." She heard added as the door opened.

Peter quickly dove beneath her covers as she tried to act indignant. "Aunt May, I'm not-decent!"

"Alright, calm down." Aunt May replied with some amusement. "There's breakfast waiting downstairs; I'll be at Mrs. Watson's." she added and closed the door.

Peter let out a sigh as she pulled the cover back. 'Note to self: no matter how tired I am, always get changed into night clothes.' she thought and got up to change into her clothing. She slung her pack over her shoulder and headed downstairs. "Oh, waffles." She grinned as she pulled the plastic wrap off it.

Her mood changed when she looked up and noticed a thick fold of mail behind the fruit bowl. 'Bills, Gas, Oil, Electric, all past due.' She thought worriedly as she looked back over her shoulder and put the mail back as Aunt May came walking back in.

"Oh good, you're up. I've just been visiting with Anna and her niece, Mary Jane." She sounded excited about something. "A lovely girl, Peter, you must meet her." She said thoughtfully.

Peter stared at her. "Um, what's she like?" she asked instead of trying to breach the obvious concern at the moment.

Aunt May turned away and waved her arms. "Oh! She has a wonderful personality!" Peter instinctively shuddered. "Oh, she's there now, why don't we just head over-"

Peter waved her hands in front of her. "Uh, I'd love to Aunt May, but I promised Harry I'd help him study," she said making her way to the exit, "and I can't miss the bus. Bye!" she added as she slipped out the door.

Instead of taking the bus, Peter changed out of her clothes and swung into Manhattan, taking out her cell phone and called up Harry first to tell him she'd be helping him study so her lie wouldn't be so flimsy before calling up Eddie and asking how yesterday had been.

He'd gotten a frosty, but polite answer. He was still angry at him it seemed, but at least it sounded like he was willing to be friendly with him again.

The problem at the current moment was the fact she was swinging while talking on the phone. Yeah, probably not one of her best moves. "I so need to get these hands free." She griped aloud.

"What?" Came the question from the other end of the line.

"Nothing bro, just trying to do too much at once." Peter replied nervously for saying that out loud.

"You mean like selling pictures to the Bugle?" Was the bitter reply. "Instead of helping your friends."

"Look, straight up I blew it." Peter admitted. "And I know you're ticked-"

"Don't go all emo on me, bro, I'll get over it, just…back off for a while."

"'Kay." Peter replied. "And…thanks." She turned a right and headed for OsCorp. When she got near it and dropped into an alleyway to change back into her street clothes. She was pleasantly surprised to not be kicked out, though she nervously rubbed her wrist as she entered the elevator and arrived at the penthouse.

She took her web shooters off just as the elevator door opened and came face to face with the elder Osborn. "Peter, good to see you, here to help Harry huh?" he asked.

Peter walked out the elevator, trying not to feel nervous. "We help each other, Mr. O." she replied.

"Now, now Peter, modesty doesn't become men like us," Osborn put a hand on her shoulder, "smart, driven, responsible, self-made."

"I'm…more of a work in progress." Peter replied hesitantly and she did not miss the inflection on the word 'men.'

"At least you're making progress." Osborn said and looked off to the side.

Peter frowned and saw from the corner of her eye Harry walking away. She excused herself politely and made her way into her friend's room. Right now, questioning him if his dad knew what she was could wait. "Mind if I check my e-mail?" Harry shrugged. She logged in her password and put a hand to her chin. "An e-vite to Midtown High's school formal-"

"Which would rock if either us had…what's the word…uh, date…" Harry trailed off and Peter looked over at him. "Which would probably be especially had to get in your case."

Peter disregarded the last bit. "I could probably ask Mary Jane Watson." She said flatly.

Harry sat up from his bed. "Mary Who What Now?"

Peter looked back at the screen. "Oh, this girl Aunt May wants me to meet." She looked back sheepishly as she put her hands together. "Get this; she has a 'wonderful personality.'"

They both shuddered. "I was thinking about asking Gwen." Harry replied hesitantly and Peter looked back at him again. "Uh, just as a friend, you know."

"Oh, actually I wouldn't know." Peter replied. "Miss Stacy's currently not speaking to me." She looked back at the screen as it beeped. "'From the desk of J. Jonah. Jameson.'" She read aloud and clicked on the e-mail. "Whoa, from the Daily Bugle. 'Mr. Parker, come in ASAP to claim paycheck for photos of Spider-Man!" she said as her voice rose in excitement and stood from the chair she'd been sitting on. She clenched her fists triumphantly. "Yes!" she cheered and closed the laptop. "Dude, sorry, I'll be back in an hour!" she said grabbing her pack as she made for the door. "Two tops, promise!"

"W-what do I do while you're gone?" Harry questioned.

Peter flashed him a grin as she ran out the door. "Chapters one-through six! Review!"

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Peter walked into the building in her street clothes and when she made it to the top floor, she saw the loud guy ranting off to his secretary.

"What, did a caveman proof read this piece? Where's my sports editor, I want him in my office in fourteen seconds! AND WHERE'S MY COFFEE?"

"Uh, sir," Peter tentatively tried to interrupt, "I'm Peter Par-"

"I know who you are!" Jameson retorted pointing a finger at her. "You're the no-nothing who wasted 41 seconds of my time the other day. Well I haven't got another 41 one to spare." He said grabbing her arm and dragging her to the elevator and tossed her in.

"But-" Peter tried to reply but Jameson cut her off again.

"Brilliant comeback kid," he said sarcastically as the door closed and she heard being added, "now where's that Parker guy? I e-mailed him seventy-six minutes ago!"

Down in the bottom floor, Peter rubbed her head as she walked back out of the sliding glass doors. "That was too humiliating." She muttered aloud and remembered why she'd come here in the first place. "Wait, my money!" she added indignantly and went back through the doors just as an older woman came out.

They kept going in a circle before stopping and the woman said she needed to get back up to the top floor. When they got back, she was directed to Jameson's office and saw he was holding a stop watch. She rolled her eyes before he turned around.

"Sorry about that, Parker." He started off and shook her hand. "Was expecting someone old enough to have, you know, arm pit hair." He chuckled at his own joke and sat down in his chair. "Now, that costume freak show sells papers so I want another set of pics in my hand by deadline. So you got two hours."

Peter saw an immediate problem with that, but didn't comment on it, she needed this and she'd just have to get the pictures quicker. "Uh, uh, I'll…do my best, but-"

"You still here?" Jameson looked up from the file he was reading. "What do want, a medal? Get out, out!"

Peter grimaced as she left the office and closed the door behind her. "I'll cut that check for you, Peter" Another female voice said and she smiled, not even noticing the odd inflection that her name was said in.

"Thanks, Miss Brant." Peter replied gratefully as they had introduced each other's name's in the elevator ride back up to the floor.

"I'm Betty." The woman corrected him.

Peter raised a brow. "So Betty, how do you work for a walking embolism?"

"Mr. Jameson is a decent man. Down deep." Betty replied.

"We talking Marianas trench deep or Dante's ninth circle deep?" Peter joked.

Betty chuckled as she held out the check. "See you soon, Peter Parker."

Peter took the check smiling. Things were finally starting to look up.

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While swinging around as Spider-Man, her pack still slung over her shoulder, she let out a cheer and her attention was diverted by the familiar sound of an alarm. She saw two masked figures leap into a car and drive off, while she put two and two together and followed after them.

"Talk about a crook with bad timing." She mused and after few minutes of following, the car left the main section of the city and was driving through the port and the car went smashing through a chain-linked fence and headed to a garbage processing plant.

She almost gagged on the smell alone. That'd be an embarrassing way to go.

As the car parked and the two mooks got out, one in a gray sweatshirt and the other in a green stiped shirt, hid behind the nearby garbage trucks. Since she was so high up, spotting the mooks was easy.

"Two hours 'til deadline, no sweat." Spider-Man said to herself as she stuck her camera into the railing with two shots of webbing and set it on auto. "Oh, don't want anything to happen to this." She added as she folded up her check and put it behind the buckle of her belt.

Spider-Man swung behind the two mooks, and webbed the mook wearing the green shirt's wrist and pulled him back to the hood of the car she was perched on, pulling the man's hand behind his back in the process. "Marko? How many times do I have to take you down?" she asked dodging a swing from the man's crowbar. "And where's your charming partner O'Hirn?" she asked before dodging the swing from the man wearing the gray shirt before jumping off Marko's chest and launching two lines of webbing at O'Hirn's hand and feet.

Spider-Man pulled him over and threw the man down on the ground in a heap. "Look we've gotta stop meeting like this." She said jumping over Marko's head as he came at her. "People are starting to talk," she quipped before tossing him into the roof of the car, the glass breaking from the windows from the force, "mostly about what doofs you are." She added and webbed him to the car.

Suddenly, Spider-Man's spider sense went off, but when she turned, she got hit by some kind of beam before she was sent flying into the garbage truck. She saw a pair of red boots in front of her and looked up to see a man wearing a red and yellow criss-cross outfit with a visor over his eyes and two gauntlets on his wrists.

"I reckon that came as a bit of a shock, eh bug." A southern voice said and it sounded sorta familiar and aimed the gauntlet at her. "Well so will this."

Spider-Man jumped back as the beam shot off, the trio of garbage trucks' windows breaking and the fronts demolished. She landed on the roof, but had to keep dodging, and leaped away from the skylight and onto an intact garbage truck.

"Haha. Hold still son so I can put you out of your misery." The man said when Spider-Man avoided the next blast.

Spider-Man landed on the roof's scaffolding. "How about you put me out of mystery?" she snapped and wanting to add, 'and don't call me son, I'm a girl.' Granted, the 'girl' bit would have been force of habit by now. "Who are you!"

"Call me, well, how's about…Shocker." The man said before bringing his fist back and let another blast out, only for Spider-Man to swing away.

"How's about, toast?" she mocked and tried to knock the man down with a two-legged kick, but another blast got her and knocked her to the floor.

"Either you've got less kick than a three-legged mule, or this hear suit dos more than protect me from my own powers." Shocker said before picking up the downed spider. "Guess clothes do make the man." He added before using an enhanced punch to send Spider-Man waist deep garbage.

She looked up just as the lights of a garbage truck came at her. If she hadn't scurried off to the side undetected, she would have been squashed. She got skyward fast to continue being unseen.

"Did I get him? Tell me I got him." O'Hirn as he kicked open the door.

"All you got is on my nerves." Shocker replied and blasted the man back. "Now stay out of this boy, the grown-ups were talking."

"Don't be too mad at O'Hirn." Spider-Man chastised as she jumped onto the man's back, her arms wrapping around his neck. "He just gets cranky without his na-a-a-a-a-ap!" she cried, her voice cracking into a higher, more feminine pitch as a sudden jolt sent her to the ground. She quickly swung her legs across the ground and brought the man to his knees before scurrying off. "Impressive." She said quickly in her male voice. "You could hire yourself out as a kiddy ride."

"Thanks." Shocker chuckled sarcastically before rounding on the girl and blasting her point-blank, sending her into the ceiling and she fell into yet another pile of garbage. "But I already got a job I love." He said as he walked over to Spider-Man, who was practically buried in the garbage.

She watched through half-lidded eyes as the man raised a single finger and fired a blast at the nearby compactor, the sound of hydraulics reaching her ears and the garbage started to get compressed around her. She tried to work up the strength to struggle, but the garbage was too thick and she was forced to move with the stuff as she felt herself getting pushed into something.

The garbage was so bad up close that she almost blacked out from the disgusting smell and would have had she not felt the compressed cube she was in hit the ground. She began punching the sides and kicking before she heard the crumbling and the cube was suddenly broken in half, her gasping as fresh air hit her face.

"Talk about your tight spots." Spider-Man questioned in her female voice as she stepped out and sniffed her costume. "I'm alive, but ugh, I reek." She said and was disappointed to find that was used to be a check was now sludge. "And my paycheck's ruined. Perfect." She said bitterly.

So much for things looking up.


	10. Chapter 10

The next day, Peter had been dreading Gym class and wished she could just fake another spasm so she wouldn't have to face Harry, only remembering that she had said she was going to come back when she was going to sleep. She'd tried to call him in the morning, but if that wasn't a sign he was angry with her, then nothing was.

"Harry, I'm sorry-" she tried to say as they waited in line to climb the ropes but he cut her off.

"Sorry? You totally left me hanging. I know you can do calc in your sleep, but I've got a lot riding on tomorrows test." He said and looked over at the other side of the gym. "May I should ask Gwen."

Peter looked over too, having been surprised that the classes had been allowed to be in the same gym for this class. "No, I'm good for tonight, I swear. Um, carpe ropum?" she said gesturing to the ropes they were at.

"Are you being all flaky because of your…" Harry looked around being his voice lowered so only Peter heard, but her face flushed a deep red when he said, "female problems."

Peter's eye ticked at that. "That has nothing to do with that." She paused. "And did you just call me flaky?"

Instead of answering, Harry just started climbing up the rope, only to fall onto the ground after getting just a few feet off to the floor.

Flash laughed derisively. "Guess all Osborn's money couldn't buy him muscle tone."

"Lay off, Flash." Peter growled. "You think you can do better? How about you and me race? First one to the top wins."

"Dude, Parker's calling you out." Rand said from behind Flash.

''My spider powers are gonna send you home crying.' Peter thought with a smirk.

"Ball please." Gwen called as the volleyball rolled over in their direction.

"Alright, a little friendly competition never hurt anyone." Coach Smith said walking over to them. "Line up." He said ordering them both to the ropes.

Flash though immediately jerked back after catching a whiff of Peter's odor. "Ugh! Forget it, you win." He said in disgust as he moved back. "Usually when I say Puny Parker stinks it's a figure of speech, but whooo"

'Ugh, and I showered three times last night.' Peter thought to herself irritation.

"Peter, throw me the ball." Gwen called cupping her hands around her mouth.

Letting her irritation take over for a second, Peter reached down, scooped up the ball and was about to whip it at her friend when she turned at the last second and Peter caught herself. She instead just tossed it over to the other side of the gym where the other girls were. "Coach?" she asked the gym teacher.

"Hit the showers, Parker." The coach said waving her off.

Flash though had to have the last laugh as he added, "Yeah, for all our sakes." The rest of the boys all laughed as well.

Peter grimaced as she left the gym and took full advantage of having the showering facility in the boy's locker room. Just when she was washing her hair, she heard the door to the locker room open. "Who's there?"

"It's me, Harry." Her redheaded friend called. "You're not mad, uh, are you that I came in here, right?"

"The curtains solid, just so long as you don't take a peek we'll be fine." Peter replied and she could practically see the blush on her friend's face.

"Um, well, uh, you tell Gwen yet?" Harry said deftly trying to change the subject.

"No, but I'm thinking about telling her today…or tomorrow, just to try and rebuild that trust we lost." Peter said.

"Do I want to ask?" Harry questioned.

Peter thought about it. "Probably not."

"I uh, got you something." The redhead said nervously. "Now don't lash out at me for thinking it's girly or that I'm treating you like a girl, but, well you'll see when you come out."

Peter furrowed her brow in thought. "I thought you were mad at me?"

"I was." Harry admitted. "But I thought about how tough it must be for you to have to hide who you are, and I realized how easy I had it. Least I'm not a girl in disguise." He chuckled.

"Thanks, bud." Peter said sardonically. "Though there is one thing I wanted to ask you, yesterday when I came over to your house, your dad seemed a little too…knowing."

"Like how?" Harry asked.

"He twisted the word 'men' and I was wondering if you had…talked to him." Peter said delicately.

There was an incredulous pause. "You'd think I'd tell my dad that you're a girl?" he sounded hurt and angry.

"No, no I don't think that." Peter said hastily. "But I was just wondering if there was any way that he could know about me."

"Pete, my dad can know things that others don't want people to know and even I don't know how he does it." Harry replied earnestly. "But if you're worried, I could…talk to him."

"No, just…no." Peter said lamely. "I don't want to risk him catching on, even if it means he at least suspects something." She said and finished cleaning her body. "Now shoo, I'm getting out now."

Peter heard thuds and assumed Harry had almost tripped over his feet. "No need to tell me twice, I'm going." He said and the locker room door opened and closed.

Peter turned off the water and wrapped a towel around her body, pulling the curtain away and got out. She noticed the small bottle on the bench where her clothes we laid and she smiled lightly as she picked up the perfume bottle. "Thanks, bud." She repeated in a fonder tone.

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"Pete, are you wearing…perfume?" Betty asked, catching a whiff of the smelly fragrance that Peter had sprayed on herself.

"It's…a long story." Peter admitted nervously. "Look, Miss Brant, I mean Betty, this is…embarrassing," she said rubbing the back of her neck, "but could you replace my check? It got…trashed."

"Well, sure." Betty replied and looked over at the dark-skinned middle aged man standing at a desk looking over papers. "Oh, you have to meet our editor ad chief. Joe Robertson, this is Peter Parker." She said calling to the man as an introduction.

"The photographer, right? Call me Robbie." The man said shaking the brunette's hand. "Any new shots?"

"Uh, do you know a Rand Robertson?" Peter asked as she gave the man her photos and he looked through them.

"Well, there is a kid by that name who lives in my house and eats all my food." Robbie said jokingly. "You at Midtown?"

"Eh, yes sir." Peter replied.

"Good school. Look Peter, the fact that you've gotten any usable pictures of Spider-Man is pretty amazing. But your photos themselves…you got your camera on you?" Robbie questioned.

"She's…a, kinda hard to keep in focus." Peter admitted as she dug her camera out of her pack.

Robbie looked it over. "This won't cut it. You want to be a Bugle freelancer; you take that paycheck and invest in a serious camera." He said handing the camera back to her and at the moment Jameson came up from behind them and looked at the photos.

"Garbage. Garbage. Literally garbage. Garba-wait. Ho, hoh." He said stopping at the fourth photo.

"Um, wouldn't you rather use one of Spider-Man when he's…winning?" Peter questioned as she saw the picture that depicted her buried up to her neck with the Shocker standing over her.

"Hah! Shows what you know. Nobody loves a winner." Jameson said dropping the photos. "The people are our market, and the people want their heroes to fail. Makes them feel good about themselves." He said before he sniffed the air. "Oh, piece of advice kid. Perfume, doesn't cut it," he said pushing Peter away to arm's length, "tomato juice. Only thing after taking pictures at a dump."

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'I so need an excuse to get back to Betty.' Peter thought as she left the Daily Bugle a little while back and headed to a quality electronics store on her way home to buy a new camera. The reason she wanted to see Betty again was just not because she seemed cool, but because she got the crazy idea of asking her to her school dance. 'Which means I need to take more picture, which means I need to cash into-'

She arrived at the store, only for the manager to close up. "Uh, I need to buy a new camera."

"We're closed. Go away." The man said meekly.

"The sign says you don't close for another hour." Peter complained.

"Sign's wrong. Come back tomorrow." The man said closing the blinds and this immediately put Peter on alert. She rounded a corner and saw a large moving van with the back doors up, and she quickly put two and two together. She slipped out of her clothing to reveal her Spider-Man outfit and stuck to the wall with her webbing and leapt into the dark areas cast by the van and waited for whoever it was to some back out.

A moment later two familiar figures came out carrying a large TV towards the van. "I'm telling ya. We gotta cash in fast. Once Hammerhead spreads the word that Spider-Man's croaked, it'll be open for every hood in the city." Marko said.

"I still can't believe I didn't cash his chips in myself." O'Hirn grunted before stopping. "Something smells bad."

"Aw still?" Spider-Man complained as she lowered her head from the ceiling. "I washed this costume five times." She added before webbing the two mook's hands before leaping onto the TV they were carrying.

"You?" O'Hirn grunted.

"And now that you trockladytes have deduced that the rumors of my demise have been greatly exaggerated…" Spider-Man trailed off and saw them staring at her blankly. "I'm…not dead. Look, never mind. Just tell Shocker that I want a rematch." She said with a sigh and swung off, and saw the timid man, "Call the cops now." she advised, though she lagged behind a bit to look back to see both mooks fall to the side with their hands still webbed to the TV and chuckled.

When she arrived home, she changed back into her street clothes and opened the door. "Hey Aunt May, I'm home before curfew." She said seeing her aunt sitting at the table, looking over bills.

"That's appreciated Peter, I'm almost down here, just paying bills." Aunt May replied looking up from the paper momentarily before looking back at it. "Or rather, deciding which ones I can hold off paying."

Peter put her hands into her pocket s and was about to pull the money out when her hands felt the camera in her other pocket. "Well, I think I might…" she looked stricken for a second, but selfishness won out. "…hold off on the gas bill?"

Aunt May let out a sigh and looked up at her niece. "I feel like banana cake, you?"

"Uh, no, thanks." Peter replied, letting her male voice drop back to her female one. "I think I'll just hit the sheets."

"No banana cake?" Aunt May questioned. "Helping Harry must have really tuckered you out."

Peter turned away, only to have a look of horror cross her face. "Oh man." She whispered to herself. "I totally-"

\--------------------------------------------------------------------------------

"-blew me off Pete!" Harry shouted as he slammed open the door.

"I know, I'm worthless, but-" Peter tried to explain but Harry cut her off as he turned back around.

"But nothing, worthless covers it." He said coldly and though he looked about ready to add something to that, he saw that there were other people present and passed by Gwen.

Flash came up behind her. "Let me get this straight, you ditched out on the only guy in the whole school who actually…liked you? Genius!" he laughed and walked on.

Peter grimaced and really, she couldn't blame the redhead for being so angry at her. She'd blown him off twice now and wondered if she should just stop making promises altogether now.

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Afterwards, despite the emotional heaps of guilt plaguing her, she still found the refuge to be glad about buying a new camera. "Well, at least the new camera should make Robbie happy." She said and used the new camera to look around up at the Bugle, then other places. "And if I happen to run into-" she cut herself off as she noticed Betty through the lens buying a hot dog. "Miss Brant-Betty." She amended and the older woman looked at her in surprise.

"Oh, hi Peter, perfect timing." She said handing the younger girl her hot dog and took the mustard from the stand.

"We should do this more often." Peter ventured. "I mean, you and I have…so much in common." She quickly looked around to see what they did have in common that she could use at the moment. "We both…put mustard on our hot dogs. We both work for 'Jolly Jonah.'" She added. "And that's a treat, believe me." She chuckled weakly. "Anyway, I was wondering;" she held out the hot dog as she tried to look as 'cute' as possible. "would you like to go to my fall formal, with me that is."

"Your fall formal?" Betty repeated turning around to face her.

Peter rubbed the back of her neck. "Yeah, at my, high school. In the…gymnasium." Her expression fell as she finished her sentence and an awkward silence ensued. "So, uh, is that deafening silence a yes?"

Betty took the hot dog back and patted her on the shoulder. "It's a very sweet offer, but," she jerked back, "I'm just too old for you, Peter."

"It's just a dance." Peter tried again. "A little…rock and roll." No sooner than she said that did the ground start shaking. "Okay, I didn't mean it literally."

They both headed into the Bugle and she caught the tail end of the assignments that Robbie was handing out. "…Manhattan is not known for earthquakes, and that was the last one in the last half-hour."

Peter's brow furrowed in thought. 'Tremor? Or Shocker.' She thought and made her way over to an open laptop. Taking a quick look around to make sure that no one was looking, she sat down and looked at the screen. 'All equally spaced…in a straight line, headed uptown. These aren't quakes, there Shocker's trail of bread crumbs for yours truly. And I think I know where to find his ginger bread house.' she thought typing in the route they were centering in.

After finding out the place was an old opera house, Peter slinked off out of the room before doing a quick change of clothing in a broom closet, and swung off uptown, though she did make a quick stop someplace else first.

As the closer she got, the more she noticed that it was getting steadily darker. When she had finally made it, she swung over the building's roof and lowered in from the skylight. "Here Shocky, Shocky, Shocky." She called out into the darkened room and never noticed the green light emitting from behind her until it was too late and she was blasted through the seats.

"Really thought I'd ended you ol' son, but 'chu got more lives than a bag of cats." Shocker said. "But I reckon we can remedy that situation." He said before blasting her through another set of seats and into the back wall. "One more at close range outta do it." He said walking forward while Spider-Man was pulling herself out of the wall.

The padding on her front had absorbed most of the hit, but everywhere else it was starting to ache. She jumped up onto the wall to avoid the blast shot at her and then onto the ceiling, webbing a few seats out of their place before throwing them at Shocker, but they were blasted to bits and then she dodged four more blasts and landed on the side of a balcony.

"I do admire your spunk, son. Not enough to let ya go, of course. That would be bad for business." Shocker said and tried blasting Spider-Man again, only for her to keep dodging and she swung around to the other side of the opera house.

"Who's business?" she asked.

"Can't tell you who."

Spider-Man pursed her lips in frustration under her mask before trying a different tactic. "Then tell me the why. What did the friendly neighbourhood Spider-Man ever do to you?"

"Aw, it ain't nothing personal haus. Simple truth is, if a man's a man, he honors his responsibilities, and you're one of mine." Shocker replied before firing another blast and Spider-Man once again dodged and swung off onto another balcony and sent a bit of webbing into the man's face, and then pulled the chandelier down with her webbing, but the man's suit repelled it.

"Well, this place is condemned." Spider-Man said to herself and dodging three more shots and then yanked the partially moth-eaten curtains from the stage before pulling them onto Shocker, only for him to blast his way out a second later.

"You know it really ain't wise to make a dangerous man look foolish." Shocker said trying to blast Spider-Man.

"You don't need my help with that." She taunted and dodged another shot. "You looked in the mirror lately? Talk about incompetent. I mean, you've had more shots at me than Marko or O'Hirn, and done about as well." She added dodging more blasts sent her way.

"Those boys are punks. This is my profession." Shocker retorted and sent yet another blast at the web head.

"You do this for a living?" Spider-Man asked as she swung across the theatre than back again. "Heheh. With that accent, I was thinkin' Rodeo Clown." She chuckled as she mocked the man's western accent, though the tone sounded more high pitched than she wanted it too.

Oh well, so long as the guy she was fighting didn't notice.

"Don't 'chu mock me boy!" Shocker said blasting at the pillar Spider-Man had hid behind, sending it flying back.

"I mock. I'm a mocker." She said as she jumped up onto the pillar as it passed underneath her. "Also a puller, a tugger, a yanker." She added cheerily as she webbed the two pillars behind Shocker before jumping back and pulling them away.

A few seconds later the entire building collapsed around the man, and the while the guy's suit protected him for few seconds before he was buried under the rubble.

"And that's what they call bringing down the house." Spider-Man said bowing on the main stage, which was still intact. She sighed a moment later when she realized that she had to pull him out and began to dig. When she reached him, she stripped him down to his skivvies and left him hanging up in a web net on a nearby lamppost, then folded up the suit he was wearing and left one of her cute little signature notes on it before she headed back home, stopping by a cyber café to send in her shots by doing a quick change of wardrobe, then hightailed it back home.

When she arrived back, she placed the refunded pile of cash on the table, having taken back the new camera and used her old one to photograph the fight.

"What's this?" Aunt May questioned.

"What the Bugle paid me for my pictures, now you can pay those bills." Peter replied.

"That's out of the question." Aunt May said. "Besides, if you're gonna take photos for the Bugle, then you're going to need a new camera."

"Uh, well, that thought…occurred." Peter admitted and she thought back to the fight and grudgingly admitted it was sound advice. "But a man has to honor his responsibilities, and you're one of mine." She said and noticed the strange look her aunt was giving her. "It has the same context as to what I was going for." She added nervously and pushed the money towards her, her tone turning sincere. "Aunt May, please, let me help."

"I accept. If you agree to set aside 10 percent of every check to save for that camera." Aunt May said putting a hand on Peter's shoulder. "Deal?"

"Deal." She replied.

Aunt May sniffed the air around her niece. "Peter dear, why do you…smell like tomato juice?"

Peter blushed and stammered out a quick excuse about being tired and scurried off upstairs to her room. There really was no consequence to not telling her about the face she'd taken one of the tomato juice cans with her to school and showered with it in locker room.

Yes, no consequence, just a lot of embarrassing questions instead.


	11. Chapter 11

(Flashback)  
In the dark of the night, Spider-Man was doing a patrol before she heard a loud noise going off under the ground and smoke came up from the grates in the ground. She swung further down and found a sky light to lower herself down into it and caught the end of Marko's reply.

"…and there's no Spider-Man around down here to cramp our style."

"Didn't know you had style." She said snarkily. "Hi ya boys." She added while holding her hand out and launched out a web net at the two mooks and webbed them up.  
(Flashback Ends)

In the morning after Peter had gotten dressed, she decided to practice with her web shots. "You talking to me? Well, say hello to my webs." She finished grabbed onto another web line as the pile of stacked cans was all covered in webbing, and some of her room at that. She felt her sock covered foot slip onto an empty pop can and fell back onto her back, the other cans falling on her as well.

"Peter?"

Peter got up quickly and looked around in panic. "Ah, just a sec Aunt May-I gotta straighten up a bit!" she webbed all the cans together and took down the other webs in her room before opening her door and letting her aunt in.

"My goodness, you did straighten up." Aunt May said amazed. "I've never seen this room so…spare. Where's the clutter?" she questioned turning around. "Shoved under the bed as usual?" she asked and looked under the bed.

"Hey, I'm not five anymore. I don't need to resort to tricks." Peter replied and looked up at the 'clutter' so to speak that she had webbed to the ceiling.

"Well I'm impressed Peter." Aunt May said standing back up. "And not just with the room, you have been very good about getting home by your new curfew." She said and Peter smiled, but saw a piece of paper floating down. "And as a reward I've decided to restore the old rules." She said as she walked back over to the door and Peter quickly c aught the stray paper. "You can stay out 'til 10, and call if you're gonna be late."

Peter grinned to herself, but Aunt May saw the paper in her hands. "What's that?"

"Oh, uh, this?" Peter questioned. "This is just a flyer for thee uh, Midtown High fall formal." She answered and handed the flyer to the woman. "But uh, I'm not going. It'd be pretty hard to get a date in my condition." She said bitterly before turning her tone back to false cheer.

Aunt May shook her head. "Oh Peter, you lead such a sheltered life."

Peter jerked back in surprise. She was sheltered? Huh, that's ironic.

Aunt May suddenly gasped as if she had a come up with a great idea and put a hand onto Peter's shoulder. "Why don't you ask Anna Watson's niece, Mary Jane."

Peter moved away and thought to herself, 'Miss wonderful personality?' and shuddered. She may have been a girl now, but the slang was still the same to her.

It was also because of her previous male status that she didn't bother thinking if there was any other meaning to 'Miss wonderful personality.'

Peter grabbed her pack off the door and put it over her shoulder. "Yeah, let me think on that." She said and her aunt walked out the door. "Right now I gotta get to school."

 

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She arrived on one of those rare early times and found Harry walking into the school. She quickly grabbed a hold of his arm and pushed him into the broom closet, closing it behind her and pulling him into a hug. "I'm sorry for being such a horrible friend! I know that you deserve to be mad at me for blowing you off and even after you got me that bottle of perfume!" she said in her female voice to make it more sincere to show that it was her talking and not just 'Pete.' "You don't have to forgive me, but please don't hate me; you're one of the only people who actually like me."

There was a deafening silence before Harry finally spoke. "Why are you hugging me?"

Peter blinked in surprise and pulled back slightly to look at him in disbelief. "That's it? You're not mad at me? Just, why are you hugging me?"

"Yeah, my dad reminded me that you couldn't do the work for me, and about the angry message I sent you, I'm sorry too." Harry replied.

Peter tilted her head. "What message?"

"Oh, never that;" Harry replied blithely and returned the hug, "just uh, don't check your inbox for it."

"Okay then." Peter said hesitantly. The door opened at the moment to reveal Gwen, who looked at them both in shell-shock astonishment. "Gwen, this uh," she cleared her throat after she spoke in her female voice back to her male one, "isn't what it looks like."

If possible, Gwen looked even more shocked. "Peter; did….did you just talk in a girl's voice?"

It was at that point Peter thought to hell with subtlety. "Gwen, I am a girl." She declared and she let go of her redheaded friend to catch her blond friend before she hit the hard floor. "Well, this could have been worse."

"How?" Harry asked dubiously as he helped Peter move Gwen over to the bench in the hall in front of the bulletin board.

"She could have walked in on me in the shower." Peter retorted dryly and the redhead turned that curious shade of red again.

Gwen came to a few moments later, looking dazed and disoriented. "Peter, I could have sworn I just saw you and Harry in the broom closet together; and that you said you were a girl."

Peter was lucky that there was no one around to hear that rather loud proclamation. "Gwen, I am a girl, really…I am." She said finishing up her sentence in her female voice.

Gwen looked ready to faint again, but stopped herself and just looked plain angry now. "Why the secret? What's so bad about being a girl for you to try and hide it?"

"Gwen, my name really is Peter." The brunette replied calmly.

Though unlike with Harry, the blonde didn't seem to accept that as reason enough. And Peter silently wondered why Gwen was being so defensive about this; it wasn't that big of a deal, was it? "Why wait so long to tell…Harry, did you already know?" she said in accusation and gave the redhead the Look.

"Well, uh…yes, I already knew, Pete told me some time before." Harry replied weakly.

Gwen turned her look back to Peter. "Why wait so long to tell me then? Didn't you trust me?"

"Of course I do, I just didn't know how you would react, that's all." Peter replied defensively. "And it's my secret to tell, isn't it?"

Gwen's look softened, if just a little. "I…I need to think about this." She said before walking away.

"She's mad, isn't she?" Peter asked after a beat.

"Oh yeah, no doubt about it." Harry replied. "Though why did you wait so long? If you told her sooner, then you'd have someone to talk about…'girly' things with." He added with a grimace

Peter grimaced as well. "The thought never crossed my mind." She said weakly and knew better than to be around Gwen until she was sure the blonde's temper was cooled down.

 

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Gwen had seen Peter sitting at the back of the Biology classroom for first period and she knew the brunette was giving her space. She was torn on her feelings at the moment. Should she be happy that she had another girl to talk to?

Or should she be angry and embarrassed that the 'boy' she'd had a crush on since they'd been friends was really a girl all along?

The blonde knew it was stupid and petty to feel angry that Peter hadn't told her this secret, but at least it could have spared her four years of nursing a crush.

The conversation she'd had with Harry from a few weeks ago came back into her head in second period. About how he's told her that he'd accidently seen Peter naked, and only know did she realize what he'd looked so flushed about.

And ever since that day they'd been rather odd around each other, or rather, Harry had acted odd around Peter.

And that was the other thing, she was a bit angry that Peter had told Harry first, but from the fact Harry had walked in on her, she gave the brunette some slack since it seemed Peter had no other choice if the redhead had seen too much.

So when lunch time rolled around the Junior years were let out onto the roof to eat, she didn't protest it when Harry sat down at their lunch table, and then Peter came over and sat in the space between them.

"So, are my super best friends still mad, or do I have to change seats?" He-she-asked in her male voice, and for a moment, Gwen wished she could forget a girl's voice coming from Peter's mouth this morning, but she couldn't.

"Eh, don't be a doof." Harry said waving her off as Peter sat down.

The speaker came on and Coach Smith's voice came out of it. "Morning students, Coach Smith here with a quick announcement. After the injury of our starting tied-in, and the academic suspension of our backup, ahem, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon." He said before the speaker shut down.

"Heh, perfect." Harry chuckled. "I am so there."

"Uh, Harry. You know I'm all about being the encouraging gal-pal, or," Gwen gave Peter a significant glance which the brunette seemed to pointedly ignore, "at least one of them, but the words 'catastrophic bone-breakage' do come to mind here." She explained.

"Yeah Har,' have you seen the size of those guys?" Peter questioned.

"Come on, if you're worried, how about a little moral support? Try out with me." Harry suggested and Peter grimaced before she looked out into space for a moment.

The grimace expanded and she shook her head. "Um, I'll pass. No pun intended. Besides…it'd be alittle weird, don't you think?"

"What, I thought nobody else knew that you were a girl-" Gwen said before Peter looked at her sharply and she stopped talking. "Sorry. It's just taking me some to get used to the idea that we share the same amount of gender chromosomes."

"The what of what?" Harry questioned confused.

"It means Gwen and I are both the same sex." Peter replied bluntly.

Harry turned red again. "Oh." He replied flatly. "You sure you don't want to try out with me? It'd be funny to see the looks on everyone's faces, and it can be our in-joke that a girl out did them." He offered.

Peter shook her head. "Nope, not even to one up them. Now lets stop discussing this so openly and eat our lunch."

 

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After the next period, Peter was closing her locker, so she didn't notice Flash walking over to his friend Kong, but she did look over when they started talking about her redheaded friend.

"Hey Kong, Osborn's trying out." The blond said.

"Cool." Kong replied.

"Cool?" Flash shouted.

"Hey, I need another tackling dummy." Kong replied slowly and looked over at the football member on a crutch. "Broke my last one." They both walked away laughing in the other direction.

Peter noticed Harry walking up behind her and had a change of heart. "Hey Har,' on second thought; tryout, I got your back." She said assuredly and her friend smiled.

Later in the day, Peter was about to join Harry out on the football field when Coach Smith stopped her. "You sure about this, Parker?"

"Yes, Coach, I am." Peter replied. "I can be out there just like all these other boys-except for the fact I'm not actually a boy…but that's not point in this case." She explained before joining Harry and they stood with the other contenders alongside the football team.

"Alright ladies," Peter's eye twitched at the slight, even though she knew it was directed at all of them, "listen up. "I have only room for two of you on the team. One starter, one backup. Alright, helmets in. Let's play some football."

During the first part they were thrown footballs from the actually football players and Flash threw two particularly hard throws at Peter and Harry, while throwing a weak football to Hobie. Later, Harry was running with a ball down the field and avoiding the other players.

Peter used her spider sense to avoid a sidelong tackle from Kenny and used her enhanced strength to jump through the air and score a touchdown. 'Huh, maybe I should do dance instead, or at least leave the option open.' She thought in amusement as soon as her feet touched the ground and she looked over at the bleachers to see her friend Gwen and even Liz and Gloria were cheering.

After the tryouts though, Peter heard what the Coach was saying as she and Harry tossed the football at each other. "Some real talent out there, your buddy Hobie, oh he's good, but uh, those two skinny, little Juniors, they might just be better. They're sure giving King Kong a rough time."

"They're not the only ones." She heard Flash comment and then heard Gloria chastising Kenny.

"Grow up, Kenny, why would I date someone too immature to play fair?" she asked.

"But Glori-" The large boy tried to protest but Gloria cut him off.

"I'm serious! Cut it out or we're history!" she retorted.

 

\--------------------------------------------------------------------------------

"Oh, I could get used to this." Peter said sarcastically as she threw a football into the air and had changed into her costume and was wearing her pack over her shoulder. "Sure, I went a little arachnabatic on Kong, but it's not like I cheated." She stopped tossing the football into the air for a second before throwing it back and forth between her hands. "And no one yells at Flash when he uses his natural talent." She grumbled and heard an alarm going off.

She swung over to the bank and after putting the football into her pack, she dropped it on the roof and after webbing her camera onto the wall, she lowered herself down to the blown out entrance on a web line. "Ah Marko, this is so getting old." She griped when she saw who it was. "Where's your partner?"

"Heh. Don't think I need a partner anymore." Marko said as he enlarged his fist right before punching Spider-Man right in the face and then hit her with a kick.

"Ugh. What just-"

"Happened? I just happened. Sandman happened." Marko interrupted before he leapt forward and turned into a pile of sand before reforming.

Seeing as the action served no other purpose than to show off, Spider-Man assumed that was the intent. "Now that's just wrong." She replied and swung away as 'Sandman' lunged at her with a hammer fist and swung around a lamppost, aiming a two-legged kick at the man's head, only to be stopped by an enlarged fist and thrown into a wall. Sandman turned himself into a giant sand fist and tried to hit Spider-Man, only for her to flip back onto the wall and when Sandman tried smacking her with an enlarged hand, Spider-Man dodged that too. "Uh oh." She muttered to herself as her web shooters failed to work. "No, no, no, no. Not a good time to run out of web-"

Her sentence was cut off when Sandman decked her in the face with a sledgehammer made of sand. She quickly punched him in the face for payback, only for it to dissolve and she kicked the man's legs out from underneath him-literally -before getting hit with another hammer fist and got sent into a truck, tipping it onto its side with a crash.

"Let me guess, you were on a reality show. Changing faces, or completely ridiculous makeovers?" Spider-Man mocked.

"Nice huh? The Big Man did this to me." Sandman replied. "To get to you."

"The Big Man?" Spider-Man questioned. "Who's the Big Man?"

"Uh, he, ah, that's need to know only." Sandman replied, though Spider-Man had a feeling that the man didn't know either. "Look, cleaning your clock's been fun, but I've got banks to rob." He said as police sirens sounded through the air.

The man dissolved himself and slid through the sewer grates and before Spider-Man heard the yell of, "Aaaaww man! My money!" she chuckled and jumped back onto the wall before hurriedly scurrying up the wall and made it back to retrieve her things.

Though since her webbing was all used up, she had to book it on back home Le Parkour style.


	12. Chapter 12

The next day, Peter looked down at the paper she had as she opened her locker and looked at the current issue of the Daily Bugle. The headline was 'Sand vs. Spider' and the Bugle went with the picture of her kicking Sandman's legs out from him. 'Forget football. Soon as school's out, I'm webbing up Sandman once and-'

"Hey Petey; nice moves yesterday." Liz said as she suddenly broke Peter out of her thoughts. "Heard it was done to you, Harry, and Hobie Brown. Good luck." She whispered before walking away.

Peter had started to be more and more amazed by Liz, as in she wasn't all that bad when she was away from her friends. Well, most of the time; the tutoring she did as 'Jessica' was still clear in her mind. She did though say she had her redheaded friend's back on this. 'Course, Sandman will still be around after tryouts I suppose.' She thought tossing the paper into her locker and closing it.

She headed down to the locker room and changed out of her clothing and costume, like the previous day, before changing into a football uniform and put the helmet on. She stuffed her costume into her pack and left her street clothes beside it and went out, bee-lining for the field.

After the second days tryouts ended, all the contenders gathered around Coach Smith. "That was a good day. I haven't made a final decision," Though from what Liz had told Peter earlier, she assumed that the coach already had, "but I'm leaning toward Parker as our new starter," Peter didn't have it in her to cheer, even as she thought about how she showed up the boys, "with Osborn as second string."

"Yes." She whispered and for that she did clench her fist in triumph; both her and Harry were going to be on the team it seemed, but she didn't notice how her friend didn't look too thrilled about this.

"Anyone that wants to change my mind has one more day of tryouts to do." Coach Smith added.

"Unbelievable. The geeks are inheriting the Earth." Peter heard Flash mutter and she grinned slightly.

When they were able to leave, Peter had made it a point to always make it back into the locker room first, as to avoid everyone and hole up in a stall until everyone else left. This time was no difference, and when she peered out the door, only Harry was remaining. "I can come out, right?"

"Uh, yeah." Harry replied taking a quick look around to make sure. "I don't understand though why you don't use the girl's changing room instead."

"Harry, to the unsuspecting student body, I am a guy to them; it would look weird, and it would be embarrassing to tell the principal that I got in trouble for trying to use the girl's locker room…while pretending to be a boy." Peter replied dryly, but the only thing stopping her from slapping on her wig and taking off her man-suit to use the girl's locker room was that she had been a he.

And that was enough to make her feel uncomfortable able using the facility.

Peter shook her head, trying to get rid of the thoughts and slung her pack over her shoulder. "Come on, let's go." She said and trying to change the subject, said the first thing that came to mind. "I can't believe I might be starter."

Seriously, she couldn't believe it.

"Neither can I." Harry replied as they exited and made their way to the bus stop. "You didn't want to try out."

"Yeah, who knew?" Peter shrugged.

"This was my dream, Pete. You're already the smartest kid in school. You really need this too?" Harry asked, his voice getting angrier with each word.

Peter stopped in her tracks as she stopped Harry as well. "Whoa, whoa, whoa. Was it, or was it not you who said 'it'll be funny to see the looks on everyone's faces that a girl outdid them.'" She paraphrased and condensed what her friend had actually said, but it was still the same thing. "And need I remind you that I only did this to have your back?"

Before Harry could reply, another voice cut in. "Guys, we're heading to the Silver Spoon; wanna come?" Rand asked as he and his group were about to get on another bus.

"Sure, ah, my treat." Harry replied enthusiastically.

"Hey, if you insist." Rand said shrugging.

"I'll…" Peter looked around and saw Gwen getting on the bus, "rain check." She said before getting into the bus as the doors closed behind her and sat down next to Gwen, who gasped in mock surprise.

"Say, aren't you football star, Peter Parker?" she asked, rushing over the brunette's name. Peter guessed though she was still trying to adjust to the fact she was a, well, a she. "How come…you aren't hanging out with your new friends?" she asked looking out at the window at Harry talking to the popular people.

"Cause I like my old friends." Peter replied and nervously continued and handed Gwen the Bugle paper she fished out of her pack. "Um, look, I know I've been a jerk, putting photos for the Bugle before more important things. But I promise, it won't happen again, so can you forgive me already?" she asked, her tone turning nervous, wanting to hear actual confirmation that things were still okay.

"You're forgiven. It won't take too long to train someone else." Gwen chuckled, before her demeanour also grew nervous. "So, Peter, um, the dance is only a few days away and-"

"I asked Ms. Brant from the Bugle." Peter interrupted her.

"Wow, that's great." Gwen said nervously. "Uh, so, you like…" her eyes shifted around before voice lowered so only the brunette could hear, "girls then?" Peter gave her a strange look before the bus lurched. "Uh, never mind. You know, I'm sure you two will have the best-"

"She turned me down." Peter admitted offhandedly.

"Well she is totally missing out." Gwen replied, trying to sound sympathetic and hide her relief. "Besides, she's not the only girl-or person rather-who would…" she trailed off as she put her hand on Peter's shoulder.

"Doesn't matter." The brunette replied. "There's no way I'm going anywhere near to that stupid Formal." She muttered bitterly.

"Right…Stupid Formal." Gwen said softly, though all Peter heard or saw was an armoured truck plowing through cars and a pair of police cars following it.

"Uh, I gotta go." She said and got up from her seat. "Because uh, the Bugle will want photos." She paused for a moment. "Except I just promised you I wouldn't put the Bugle before our friendship." She said stopping in the aisle.

"It's okay, just be careful." Gwen said.

"Thanks Gwen; you totally rock." Peter said winking at her before getting off the bus. She ducked into an alley and shed her street clothes to reveal her red and blue outfit underneath. She pulled on her mask before swinging out and down the street after the armoured van, landing on the roof in the process. Her spider sense went off a moment later though and she avoided the sand spikes that went through the roof at her.

She swung around to the driver's seat and kicked the Sandman to the far side of the van. "Surprise." She said, but the man turned into sand and reformed a moment later. She hastily tried to punch him across the face, only for a sand arm to grab her fist and force her back.

"Gee web head, if I'm over here, who's driving?" Sandman questioned pointing to the empty driver's seat.

Spider-Man had no reply for that and the van went through a construction yard before falling onto its side, with her being tossed out on impact. She groaned and felt herself being helped up by a couple of the construction workers, her spider sense going off in the process. She pushed the workers away and a wall of sand rose around her and grabbed onto her legs before pulling her into the air. The sand she was trapped in reformed into Sandman's right hand and his left one turned into a long spike aimed at her head.

Spider-Man quickly grabbed the spike before it hit and used it to crush the sand holding her before leaping over her adversary and landing on the frame work for the new building being constructed. Sandman tried to smash her with an enlarged arm, but Spider-Man managed to jump over him and began webbing him up.

'Heheh. Good thing I refilled the web shooters.' Spider-Man thought to herself as she continued applying more webbing. "Awww. All webbed up and nowhere to go?" she cooed.

"Heh. Who do you think I am, Flint Marko?"

Spider-Man tilted her head. "Is that a trick question?"

"Spider tricks don't work on the Sandman." The man reformed outside of the web buildings. "But do sand tricks work on the Spider-Man?" he questioned before jumping under a stack of I-beams.

"Ohh, this can't be good." Spider-Man said to herself as the half a dozen I-beams were sent straight at her. After she hastily leapt to the ground and she web-launched herself out of the way as the previous spot she'd been standing was covered with the metal beams.

She didn't get a moment's rest however as another half a dozen beams were dropped on her. She felt the pressure weighing down on her back and she took her time to carefully worm her way out of the beams. She limbs ached, and her so did her back; though by the time she managed to get to somewhat out of the beam pile, it was already getting dark out. 'It took me longer to get out than I thought.' She thought letting one arm rest over the beams and using the other to rub her head.

The Sandman strode over to her with a grin on his face. "You know I hadn't planned on commin' after you, but you're just determined to be the cloud hangin' over my sunny sandy beach," he said as his right fist formed into a hammer. "time to change the weather. Forever."

Spider-Man didn't give a reply other than sending a glob of webbing into Sandman's face and launching a web line into the air that went over an I-beam, then back down to the beams still pinning her down. As the Sandman yanked the webbing off his face, she pulled back the web she still had a hold off and the metal beams call came off her and scattered and she jumped onto one beam, her eyes narrowing enough to reflect on the mask. "Alright, Sandman, show me what you got. Or better yet, I'll show you!" she said and as she jumped down, she grabbed the beam she was previously standing on over her head and brought it down on Sandman like a club.

Sandman though only reformed again and punched her. "Wow, you sure showed me." He said sarcastically as his fist turned into hammers.

"Well the hammer thing's getting old pal." Spider-Man replied dodging a hit, then leapt over Sandman's head before a set of tendrils suddenly pinned her to the side of a cement mixer. She hastily tried to punch through them, only for the sand to reform.

Sandman chuckled. "I can keep this up all night, can you web head?"

Spider-Man pulled a girder down onto the sand arm and she jumped back onto the cement mixer, and dodged two more tendrils before jumping onto the under construction building. She jumped from beam to beam and her left hand slid off a beam with a low scraping sound. She shook the sand off her hand before she looked down at a cement mixer. 'I guess if I'm going to win, I'm going to have to take a dive. Literally.' She thought and jumped into mid-air, letting herself get hit and fell onto the roof of the building.

She stayed down as Sandman made his way up to her location and she was pleased to note that he didn't notice the valve for the cement mixer right above him. "It's over Spider-Man. When you were the only one with powers, you had me beat, but now King Sandman reigns supreme." He said as his right hand formed into a hammer, and his left hand formed into a spiked mace.

"Your majesty." Spider-Man drawled sarcastically before she yanked the valve off the cement mixer. "Allow me to build a statue in your honor." She continued as she poured the contents onto Sandman, turning him into a concrete statue. "Michelangelo, eat your heart out." She added and lifted the bottom part of her mask over her nose to spit out the sand stuck in her mouth.

 

\--------------------------------------------------------------------------------

'I hope Harry appreciates what I do for him.' Peter thought rubbing her back after the tryouts were over and she had purposely flunked in her turns, the last of which left her at the bottom of a dog pile.

Everyone was gathered around the coach. "Alright, here's what I got, Osborn, you're first string. Brown, you're second. Parker, maybe next year."

"Yeah, if we're desperate." Flash chuckled.

Peter's eyes narrowed slightly at the ground, but she didn't make some retort. After all, she should be happy shouldn't she? She hadn't wanted to do this in the first place. She watched Harry though walk off with the popular crowd. 'So Harry gets his dream, and I watch from the sidelines.' She thought and was pleasantly surprised to find she didn't feel the slightest bit embittered.

"Ice cream?" Gwen's voice questioned and Peter looked back to see the blond walking over with a pair of ice cream cones in her hand.

''Course, that has its benefits too.' The brunette thought taking seat next her blond friend. "Thanks Gwen, you're the best friend a," she tried not to trip over the word, "girl could have."


	13. Chapter 13

A quick note: I've recently started a reboot of this particular story and it is posted on Fanfiction.net under the same title as this one, the premise is still the same; gender-bending, but that's pretty much it. Though I'll also continue to post the chapters for this story here.  
\-----------------------

Spider-Man heard the yell and was moving before she fully registered what was happening, but once she saw the car speeding away from the scene, she quietly landed on the roof and heard someone remarked, “This is great, Spidey’s too busy popping big bads to worry about guys like us.”

She grinned under her mask and poked her head in front of the windshield and rapped on the glass. “Tada, say my name and I magically appear.” She remarked before flipping over to lay on the hood. “Okay, you should fasten your seat belts, and _you_ ,” she said looking specifically at the driver, “should pull over.”

“R-right, -o-okay-” The driver stuttered before the passenger cut him off.

“No way!” he yelled and leaned out the window while pulling out a gun.

Spider-Man spun on her hands and she kicked the blue-haired guy with the Mohawk in the stomach then the jaw and felt the hood shift before it flung up and she was off into the air. She launched two web lines that attached to the hood and yanked the hood clean off before deciding to use it as a makeshift board. “Surfs up!” she shouted as her feet were firmly planted on the metal and she launched a web line at the bumper.

Spider-Man saw the police cruiser following them and when they rounded the corner; she lost the board and let herself get flung up into the air. “Yeehaw!” she yelled as she pulled herself forward and traipsing across several lampposts she landed on the hood in a crouch. She webbed up several parts of the exposed engine and the parts starting smoking. 

Oil splattered across the windshield and after the car swerved a bit, it went into a dead end alley and went sailing up a ramp and into the air. Spider-Man, with her feet planted on the roof, letting the webbing fly as she webbed the vehicle up and make quick work of webbing up the thugs inside the car. 

After her ‘exercise’ Peter swung off to the Bugle and upon ducking into through the broom closet window, she did a quick change in putting back on her street clothes. She also decide that upon the fall formal being only a _few damn days away_ to give asking Betty to go with her another shot.

She wasn’t sure why she was still trying, other than to try and secure any sense of fading masculinity that she no longer had.   
“Hi Betty,” she said nervously and again tried to appear as ‘cute’ as possible, “are you sure you won’t come with me to my dance? I mean, you don’t even have to dance.” She boldly sat on the woman’s desk and lowered her voice. “Plus, if you say yes, I’ll stop asking.” She added.

“Parker!” Peter jumped off the desk and stood up straight at Jameson’s yell as he walked over waving her photos in the one hand. “I pay you for front page photos, this stuff belongs back with the funnies!” he added and slammed the photos onto the desk. 

“So you don’t want ‘em?” Peter questioned.

“Not the point, what is the point; here’s the point,” Jameson retorted lifting the photos back up, “quit harassing my secretary and get me a page one web head blow out!” he shouted in her face.

Peter cringed back. “Trust me Mr. Jameson, when Spidey goes into action, I’ll be there.”

“Listen you insufferable whelp!” Jameson shouted again. “When you’re publisher, you- Vinny!” eh suddenly shouted as another man almost jumped in shock and scattered papers on the floor. “I said corn beef, not pastrami! You wanna get me gas!” he shouted walking over to the man. 

Peter looked back at the older woman she was suddenly aware of how whiny and desperate she sounded, since because as stupid as the Formal was to her, she still wanted to go, to finally have a date to go _with_. “You’re only four years older than me,” she pointed out, “when you’re seventy and I’m sixty six, I’ll seem quite the catch.”

Betty chuckled. “Alright, alright, I’ll _think_ about it.” She replied. 

Though not a definite yes, this was still as close to a _maybe_ she was going to get. “That’s great.” Peter said. “You won’t regret it!” she called back as she ran toward the exit of the room.

“It’s just a _maybe_.” Betty called after her.

Peter ran into ‘her’ broom closet and shed her clothing to once again reveal the red and blue costume and swung out the window with her pack over her shoulder and was feeling incredibly giddy. “I’m wearing her down!” she shouted as she swung in an arc under tracks and onto a passing train. 

She was feeling as light as air, in a way that absolutely had nothing to do with the fact she was in the air. She was still feeling so good that once she arrived back home and put on her clothing once again, she went inside the house and pulled Aunt May into a small waltz. 

“Goodness, what’s this?” Her aunt asked laughing and Peter beamed.

“It’s a _great_ day.” She replied and let her aunt sit back in her chair. “For starters I sold more pics,” she said pulling the money out of her pocket and fanned it out, taking the 10% that was hers and handed the rest to her aunt, “here’s ninety percent to pay the bills, and ten percent for my new camera fund. And _that’s_ not even the best news. I’m going to the Formal Aunt May, I got a date!” she cheered and had to chastise herself mentally that it was still only _maybe_ and her arms dropped to her sides at this. “Almost, for sure.” 

“That’s wonderful, Peter.” Aunt May said patting her niece on the arm. “I hoped you’d change your mind. So I took in your uncle’s tuxedo and save your money on a rental, a corsage, and car service will be expensive enough.” She listed as she tapped her chin. 

Peter’s pleasant buzz wore away completely. “Ah, car service, ah,” she looked downtrodden at the wilting paper money in her hands. “this will barely pay for the corsage.” She hung her head and turned away. “What am I gonna do. I can’t ask Betty to take the bus.” 

“Betty? Who’s Betty?” Aunt May questioned.

“Oh, this girl I work with at the Daily Bugle.” Peter replied, not even thinking about how this information might be used.

No, instead of using common sense and seeing what might happen because of her saying this, Peter instead idly wondered what she’d look like in a dress. She pushed the thought back though as being too out there. 

\------------------------------

“Well, it’s official,” Harry said sitting next to Peter and nudged her while waving at the dark-skinned girl, “I’m going to the dance with Glory Grant.” 

“I can top that.” Peter’s voice cracked slightly as she choked up on which voice she was focusing on using. “I’m almost definitely going with Betty Brant.” She chuckled and nudged her friend back. “Grant, Brant, our girl’s rhyme.” She tried not to jump on instinct when a hand ruffled her hair up. 

“Puny Parker’s got a date?” Flash asked in disbelief. “Yeah right!”

Peter glared after the jock. “You wouldn’t know her Flash; she’s 20 years old and _hot_.”

“Heh, at least tell a _good_ lie, but you don’t show up without _any_ date.” Flash challenged. “Or you don’t show up at all.”

Peter stood up, still wearing the glare on her face. “I’ll take that bet, loser dresses like a cheerleader for Halloween.” 

“You’re on.” Flash replied.

Peter’s cell went off and she took the phone out of her pack. “Oh look, my girl’s texting me now.” she said and looked at the text, though frowned, and it only deepened when Flash read it over her shoulder.

“’Having coffee with Aunt May.’” He said and put his arm over Peter’s shoulder and she flinched before he pulled her into a head lock. “How old did you say your girl was?” he questioned and gave the brunette a noogie.

Peter ducked out of the hold. “I gotta go.” She said before running off and out of the roof exit and headed to the exit. After exiting the school, she ducked into an alley and swung off to the Bugle and swung into the open broom closet window she’d left open. “I gotta hurry, before Aunt May ruins everything.” She said taking her mask off.

She pulled her clothing back on and was about to leave the closet when she heard yelling and saw a giant rhino-looking man lift Jameson off the ground. “…I mean, how may I be of service?”

“Peter Parker!” The familiar sounding voice roared. “Now.”

Peter was well aware that Jameson had seen her, but he was lying through his teeth. “Parker the photographer?” he said and made a gesture for her to get out. “Never seen him; only makes contact by e-mail.”

Peter ducked back into the closet and once again shed her clothing, and jumped out the window, swinging around to the other side and went in through the open window. 

“What do think I am, stupid?” The rhino man yelled as he was about to crush Jameson with a desk.

“Well you are dressed stupid.” Spider-Man said from the window before webbing up the rhino man’s eyes. She swung in and grabbed Jameson when the desk was about to squash him and stood on the ceiling. 

“Hey, put me down!” Jameson ordered.

Spider-Man obliged and dropped him, but webbed the man’s backside to the ceiling and re-enforced it with a few more strands. “It’s for your own safety picklepus.” She replied and dropped down. “What do you want with Parker?”

“You. Just you.” The man said pulling the webbing off his face. “And payback for all the times you took me down.”

“O’Hirn?” Spider-Man questioned in surprise.

“Not anymore. Call me Rhino!” The man shouted before throwing a desk at the ‘boy’ and she jumped over it and it went through Jameson’s door.

“Hey watch it! Glass doors are expensive!” Jameson shouted.

Spider-Man launched herself at Rhino and did a double-kick, only for her to bounce off before webbing up the man’s hands in a cocoon. The man though ripped the webbing apart later.

“Look who’s useless now creep.” Rhino chuckled.

 _‘Flint Marko becomes Sandman and now this?_ ’ Spider-Man thought as Rhino threw more things at her. _‘What’s the Big Man’s next move? Turning Flash Thompson into the Belligerent Bugzapper?’_ she added and pulled a fire extinguisher off the wall and slammed it onto the Rhino’s shoulder, only to shake as the ripple went up to her shoulder. She tried to swing it down again, but had to dodge a punch, then hung off the man’s chest by her feet and leap up to kick him in the face, causing Rhino to crush the extinguisher in his bare hand.

 _‘If_ I _can’t stop this bruiser, maybe two feet of concrete will.’_ Spider-Man thought beckoning Rhino toward the back wall. The man tore through the wall and sent him into a free fall, Spider-Man sending a pair of thick web lines to the Rhino’s shoulders and tried to stop the falling, though she found the man too heavy for her to stop.

She looked down and saw a crater in the street, and saw a car about to crush the down Captain Stacy before she webbed the vehicle. “This one’s mine detective.” She said. “Hey needlenose!” she shouted and swung around the Rhino’s horn. “Party’s over here!” she added and guided him away from the Bugle.

She winced as she saw that Manhattan was literally being torn up. “Ah ha! You like being hunted freak?” Rhino yelled.

“Would you _please_ look at who’s talking?” Spider-Man questioned.

“Oh I may be a freak, but I’m not a coward.” Rhino yelled and sweat poured off his face as he ran. “Even the _old_ O’Hirn never ran away scared!” he shouted and kicked a fire hydrant open and drenching his face in the water before running again.

 _‘I’m scared alright. Scared someone will get hurt._ ’ Spider-Man thought as she caught the fire hydrant and lowered it to the street. _‘Gotta lure rawhide somewhere deserted.’_ She thought as she crouched on a lamppost. 

Rhino tried to jump at her, but she swung off. “Hurry up Hippo! WHOA!” she yelled as her spider sense went off and she was barely able to dodge a truck coming at her in time. _‘Man, where am I supposed to find a deserted place in a city of 8 million?’_ she thought.

“Stupid truck, made me lose _spider creep_.” Rhino said smashing the truck.

“Ahem.” Spider-Man said in annoyance as she hung upside down on a web line. Rhino threw the truck’s engine at her and she landed on the wall, but saw the debris about to crush a mother who’s pushed her daughter out of the way and swung in to grab the woman. She put the woman down and she and her daughter ran off, Spider-Man though looked behind her to see Rhino charging at the wall and she crawled up the wall, but found it was collapsing faster than she was climbing. 

Before she could hit the ground though, Rhino caught her by the foot and slammed her into the ground twice before sending her flying into the air and crashed into a sporting good’s store, only she saw she was going to collide with several weight sets. “That’s gonna leave a mark.” She groaned and was glad that the padding on her front softened the blows, but again, _everything else_ was hurting though. 

She tried to catch her breath when Rhino came crashing through the doors and stalked over to her. “This always works in the cartoons.” She said and webbed a bowling ball rack that sent the balls rolling across the floor, only for Rhino to crush them under his feet. “Television can _so not_ be trusted.” She tried getting up, but got kicked in the ribs for her trouble and was sent across the store. 

“Remember what I did to them bowlin’ balls?” Rhino asked as he raised his foot.

“Weight, weight.” Spider-Man said holding her hands up.

“What?”

“Weight!” Spider-Man yelled before bringing down a rack of weights into the Rhino, though a moment later he came out from them, sending the equipment everywhere.

“Where’d you go?” Rhino demanded he sweated even more and punched through the energy drink casing and grabbed one, but after trying to open the can, he simply squeezed it and dumped the liquid into his mouth. 

_‘How’s that for confident? He stops to satisfy before smashing me.’_ Spider-Man thought from her perch on the ceiling. _‘Unless…it’s_ not _confidence_.’ She webbed the drink out from Rhino’s hand. “Okay, break’s over.” She called and Rhino jumped at her, to which he went through the wall and she jumped to one wall and then to another before slamming a dumpster into the Rhino before bolting for the street. “Over here moose! Let’s play follow the leader!” she said opening the sewer grate and jumped in and crawled along the ceiling. She heard the crash and crack of concrete to know that Rhino had followed her in. “Hooo, hot enough for ya?” she asked from one of the pipes on the ceiling. “Come one you big lug. Let’s go for a run.” She said running along the pipes and leading Rhino further down into the sewer. 

Rhino caught up with her, but when he tried to gore her, he smashed into a steam pipe instead and a few second later the sweaty tunnel turned into a sauna. Spider-Man was really feeling it too as her costume felt even more clingy than it already was. “Can’t help noticing you stopped spoutin’ off.” She observed. “What’s the matter? Mouth a little dry?” she as the Rhino panted heavily and ran at her, swinging his fists, only to continually keep busting pipes open.

“You see, my mistake was trying to crack open that hide of yours.” Spider-Man said as Rhino busted another two pipes.

“Nothing can _do_ that. Big Man’s guys _told_ me. I’m… _impenetrable._ ” Rhino droned, sounding rather delirious.

“Too true. And if _nothing_ can penetrate, then you can’t perspire.” Spider-Man replied as Rhino’s hands went to his knees. “Your _face_ is sweating for your whole body. It’s probably enough under _most_ conditions, but in a _steam_ tunnel…” she trailed off.

“I gotta…get out of here.” Rhino gasped as she tried to get through the grate.

“Eh-yeah. Good luck with that.” Spider-Man replied kicking the man down and once he was down, she quickly yanked four more pipes from their bindings at Rhino. _‘Thank you shoddy workmanship_.’ She thought and with one more kick, the Rhino fell to his back, standing on the man’s chest and raised her arms. “Come one, come all, before your very eyes, the world’s _largest_ dehydrated turtle!”

“I _swear_ I’m gonna crush you. Promised Big Man I’d crush you…crush you…crush you…crush you…” Rhino drawled.

“Are we losing it a bit, Alexander?” Spider-Man questioned.

“Only _momma_ calls me Alexander.” Rhino groaned. “You’re not my _momma_! Not my momma! Momma…”

“Yes, I _think_ we are.” Spider-Man chuckled and tapped her chin for a moment before deciding to use her regular voice. After all, it wasn’t like _this_ one was going to remember.

“Moommaaa…” Rhino groaned. “Do I have to go to schooool?”

“So Alexander.” Spider-Man said in her female voice and taking advantage of Rhino’s delirious state. “Tell momma; who’s the Big Man?”

“Ex-nay…we don’t ever use the B-word…” Rhino drawled. “Call him….Mr. Lincoln…”

Spider-Man tilted her head in thought before going to crawl out of the sewer, the cool air feeling very refreshing on her skin. She noticed that the Captain and the SWAT team were also there. “Oh, you’re gonna need a crane.” She said feeling slightly light-headed herself. 

She shook her head before swinging off back to the Bugle and after putting her clothing back on, she opened the door. “Is it…safe to come out yet?” she asked timidly.

“Peter! Were you here this whole time?” Aunt May said as she hugged her, and thankfully the sweat wasn’t soaking through her street clothing. 

“It’s okay, I was hiding.” Peter replied. “I’m good at hiding.” Though when she noticed Betty walking up, she added, “Though I can also be very heroic. Honest.”

“Can we talk for a minute?” Betty asked leading Peter over to the window. “About tonight, I can’t go with you. I’m too old for you, and it’s just…too weird.”

“You think I’m weird?” Peter questioned and felt the feelings of doubt and fear beginning to creep into her mind again. 

“No, no, _you’re_ not weird, Peter.” Betty replied. “ _It’s_ weird. I’m sorry.” She said before walking away.

Aunt May came over and patted her niece’s arm. “Ohh dear, how disappointing; I imagine you need some time alone, I’ll find my own way home.” She added quickly before heading over to the elevator and Foswell came out. 

_‘Gotta make something go right_.’ She thought and walked over to Foswell. “Mr. Foswell; do you know anything about a Mr. Lincoln?”

“Our 16th president?” Foswell retorted.

“Eh, not that Lincoln.” Peter replied. “This one might also go by the name, Big Man.”

Foswell scoffed. “You must mean L. Thompson Lincoln. Ya, rumors surface every few years that he’s some kind of crime lord, but hey, I checked it out; Lincoln looks a little odd, but he’s one of the good guys, a true philanthropist, straight as they come. Hey, if they’re a Big Man out there, his name’s not Lincoln.”

\----------------------------------

Spider-Man crept into the darkened room of Lincoln’s home as the sun began to set and saw two people run up, but she webbed them and tossed them up to web them to the ceiling. She jumped up and landed on the desk in front of the window. “I’m here to see Mr. Lincoln.” 

“Then you should make an appointment.” A deep gravely voice said before the chair spun around to reveal an albino-looking man. “But perhaps we’ll make an exception, for the hero of the day. I am L. Thompson Lincoln.”

“Please, you’re the Big Man.” Spider-Man retorted sharply. 

“In my life, I’ve been called many names.” Lincoln replied as he stood up. “My favourite is _Tombstone_.”

“Back off.” Spider-Man warned. “I just took down the Rhino, a pale guy in a suit doesn’t scare me-”

Spider-Man was cut off as she got backhanded off the desk, and when she stood back up…she promptly got her ass kicked and a foot pinned her to the ground. “Don’t move, just listen.” Lincoln said. “And I’ll teach you the facts of life.”

Spider-Man felt the foot beginning to press down too hard on the foam and she just _couldn’t_ let this man find out her ‘dreaded’ secret. So she webbed a pool ball and tried to toss it at his head, but the albino caught it mid-air and crushed it in his bare hand.

“The Big Man, whoever he might be, has nothing against heroes.” Lincoln said. “No hero can thwart enough crime to dent his income.” He said and just as his foot sank enough to touch her real body underneath; he took his foot off of her. “But you, you frighten criminals off the streets entirely, except when you’re off battling the likes of the Rhino, the Big Man’s profitable army of petty thugs think themselves… _beneath_ the Spider-Man’s notice.” He continued and walked over to the window, just as Spider-Man stood back onto her feet and felt her chest area to make sure the padding was still okay. 

“So as long as I keep fighting crime, you’ll keep making bigger and badder-” she tried to say, but Lincoln cut her off.

“Now you’re learning.” He said and turned to face her. “But there is a way out. Come work for me,” he said lifting up a briefcase and opened it to reveal clips of money, “and you can still save the world like a good hero. I’ll even pay you. All you have to remember is to look the other way on occasion. On any occasion I chose.”

For one split second, Spider-Man was tempted, truly tempted to accept, but the last part made her want to slap herself. “I can’t _ever_ look the other way again.” She set herself into a fighting pose. “Let’s finish this.” 

Lincoln sighed and closed the briefcase. “If you insist.” He said and there was a beep, the door opening to reveal two police officers. “Officers, Spider-Man has trespassed on my property, assaulted my employees, and threatened my person.”

“No-wait, you can’t listen to him, he’s the bad guy, he’s-” Spider-Man tried to protest, but the two guards chose that moment to struggle in the webbing they were in. 

“Freeze Spider-Man, you’re under-”

“Argh!” Spider-Man growled and webbed a chair and threw it out the window, taking off into the distance. ‘I never ran from the cops before, man this reeks. I won all the battles and never came close to winning the war. But Tombstone did make one mistake, now I know there is a war, so bring it on.’

\--------------------

After taking a much needed shower, Peter fit into Uncle Ben’s old tux rather nicely and when she came down stairs and Aunt May fixed up her tie. “Oh, perfect fit.” She said.

“What’s the point? Betty said no, Gwen’s not home, and I already lost the bet to Flash; showing up alone would just make it worse.” Peter said sullenly. 

“Well then, isn’t it lucky that Anna Watson’s niece, that sweet Mary Jane is on her way over.” Aunt May said patting Peter on the shoulder and walked over to the window.

“Miss Wonderful Personality?” Peter shuddered at that. “Is coming here? Now?”

“There she is!” Aunt May said looking out the window. “Oh my, what a lovely dress; speaking of which though,” Aunt May grabbed a bag the size of her pack and handed it to Peter, “just in case you change your mind.”

Peter looked at her aunt in confusion and didn’t have time to look inside the bag before Aunt May also gave her a box. “Here, I bought the corsage, couldn’t afford the limousine.”

“You planned this?” Peter asked in disbelief and her jaw dropped. “Aunt May, you’re an evil mastermind.”

“Just answer the door dear.” Aunt May said as the doorbell rang.

Peter put the pack over her shoulder and she walked over to the door. Once she opened it however, she was left   
speechless for a moment as she stared at the beautiful redheaded girl in front of her. “You mean   
_you’re_ Mary Jane Watson?” she asked and had been so stunned she almost forgot to use her male voice. 

The redhead chuckled. “Face it Tiger, you just hit the jackpot.”


	14. Chapter 14

_‘The dictionary defines ‘defenestration’ as the act of throwing a person or thing out a window._ ’ SMASH! ‘ _Really not my favourite word._ ’ Spider-Man thought as she was thrown out the ballroom window of Tombstone’s building, but she managed to swing back into the building. “Okay, where’s the dude with the nasty ‘tude?”

She got her answer as several energy blasts tore around her and she dodged narrowly out of the way as the table she was on wobbled before falling completely, a green-skinned figure cackling madly in a purple suit on a glider and had an orange jack o’lantern shaped grenade in one hand. “ _Present_ and accounted for.” He said throwing the pumpkin through the air at her.

Spider-Man dodged a pair of the orange grenades and she tried to web the goblin up, but she landed on the table and tried to throw the gravy bowl at him, only for it to drench Jameson in the gravy. She couldn’t help but take some pleasure of getting back at the man, even if it was accidental. Spider-Man launched another web line at the goblin and formed a net, but an orange boomerang-like pumpkin device cut through it and she jumped back as the glider took out the table she’d been hiding behind. 

Spider-Man gave a start as a pumpkin boomerang was sent through the air and cut across the logo on her chest, and she was grateful that she was wearing her man-suit, as if she wasn’t the cut in her suit would have been incredibly awkward to deal with. “Hey, did I mess up _your_ costume? Leave off the threads, Emerald Elf, and that’s an order.” 

“Ah, but the Green Goblin doesn’t _take_ orders from insects. The Green Goblin _swats_ them into oblivion.” The goblin retorted.

“Ah, see, that’s a common misconception, spiders are actually arachnids-uh oh.” Spider-Man said and quickly web-lined a piece of the buffet table that hadn’t been broken as the Goblin threw another grenade at her and she tossed it to intercept the orange pumpkin. She then dodged four bolts that the Goblin shot from his finger before she ducked behind another table and threw it at him, only for the table to be blasted into…nothingness. ‘ _Seriously?_ ’ she thought sardonically as she grabbed at chair and threw this item at the Goblin, only to throw a grenade at it and she was send flying off her feet because of the backlash and onto a table.

“May I see your invitation Spider-Man?” Goblin asked. “Otherwise I’m afraid I’ll have to ask you to leave.”

“Leave now? When table seven needs more hors d’oeuvre?” Spider-Man shot back as she flipped the tray lid off her head and flicked the shrimp cocktail off her chest. ‘ _How did a night that started out so sweet go so south so fast? And how’d I manage to leave my black tux at tonight’s_ other _black tie affair…_ ’ she asked herself, as the world seemed to slow and her thoughts went back to earlier that evening.

\-------------

_While Peter had been embarrassed about taking the bus, as it turns out, they really did have to take the bus. Though when she tried to apologize for it as they walked up the steps of the school, Mary Jane was rather understanding about the whole thing. Peter put the pack she had been carrying over her shoulder in her locker as they walked down the hall before the redhead put her arm around hers and they walked into the gym together._

_“You’re not gonna open it?” Mary Jane questioned._

_Peter shook her head. “Maybe later.” She replied._

_Peter looked around at the decorated gym and the music playing and took the brief moment to lament how she never went to a dance before until she brushed the feeling away and lead Mary Jane over to one of the chaperones. “Come on, I’ll show you around,” she said before they stopped in front of Mr. Warren, “Mary Jane, this is Prof. Warren, I’m his star pupil.” She added a bit proudly._

_They both then walked over past the refreshment table and stopped at the group of people. “Mary Jane Watson, I’d like you to meet Flash, Liz, Rand, Sally, Glory, and my best bud Harry. They’re…popular.” Peter said gesturing to them, though the last was said with some lameness._

_“Ah, the in-crowd.” Mary Jane stated._

_“Exactly.” Sally added._

_“So, Parker, you actually got yourself a date.” Flash said putting his arms over their shoulders. “I mean sure, Mary here’s not the twenty year old you wanted to bring, but at least she’s non-fictional. So I guess you win the bet.” He chuckled._

_“What’d you bet?” Mary Jane questioned._

_“Loser dresses as a cheerleader for Halloween.” Peter replied somewhat bashfully, feeling the heat start to come into her face.  
“Well big boy, I hope you got the legs for the skirt.” Mary Jane replied as before she grabbed a hold of Peter’s hand and pulled her over to the dance floor. “Come on tiger, let’s hit the dance floor. I want to see what you’ve got.”_

_While Peter would admit that she wasn’t the best dancer, she could certainly well act, and pretending was a good second._

_Though nothing could keep the goofy smile from forming on her face…until her cell phone rang that is. She took it out of the inside of the tux and pointed at the phone apologetically, Mary Jane giving the ‘ok’ sign before the brunette ducked out and after listening to Robbie give the details about a new supervillain attack and holding the guests of Lincoln’s building hostage, she was told to head over and take photos._

_After the call ended, she found Mary Jane talking to Gloria over by the refreshment table and put her cell away. “Look, that was the Bugle and there’s this maniac terrorizing my boss and he wants me to go shoot pictures, and I…kinda have too or he could fire me.” She said with a weak chuckle. “I’m so, so sorry.”_

_Mary Jane put a hand on Peter’s arm. “Oh it’s okay. But hustle back tiger,” she said straightening up the brunette’s bow tie, “you owe me one more dance.”_

_“Really?” Peter asked in surprise. “You’re not ticked?” she asked before she could stop herself and shook her head when she realized she said out loud and began walking away. “That’s so cool. Look, I won’t be gone long…Red, I promise!” She called before sprinting out of the gym._

_After leaving the school and ducking into an alley, she shed the tux she was wearing and kept the clothing in a web net for her to retrieve later before launching herself up and swinging off. She made it to the building in record time and set her camera up before looking in through the spot in the window that had obviously been the villain’s entrance. “Yoohoo, ‘scuse me. Can I come in this way, or do I have to break my own window?”_

_“Spider-Man.” The villain, Tombstone, and Jameson all said._

_“You’re timing is impeccable.” Tombstone said._

_Spider-Man’s eyes narrowed behind her mask. “So, you’re latest super loser turned on you Tomie?”_

_“I don’t know who he is, yet, but he’s not in my employ.” Tombstone replied folding his hands behind his back._

_“That’s okay; I can always pretend he’s yours while I trounce him.” Spider-Man said leaping into the building. “I’ll still feel all warm inside.” She deadpanned._

_“Hellooo? I’m still in the room.” The Goblin said. “Really, you’re both too rude.”_

_“Ah, where are my manners? Here you come to terrorize Tomster, and I don’t even say thank you.” Spider-Man quipped. “My only excuse is that you’re also holding innocent people hostage. It’s confusing to my poor spider brain.” She spat._

_“Hmm. Yes, quite the puzzler,” The Goblin said as he flew his glider to be at the same height as the spider, “but the Green Goblin has a solution. You and I join forces. Consider what we could accomplish by combining our powers. We could rule New York!”_

_Spider-Man tapped a gloved finger on her chin. “We talking Manhattan or all five?” she questioned aloud. “Nah, sorry. I make it a rule not to partner with anyone green. Or, you know, psychotic.” She said waving the issue away._

_“Oh well, your loss,” The Goblin said offhandedly, “of life!” he said shooting a bolt from his finger and destroyed the rail the spider was previously on, which would also have been her end had she not jumped forward at the Goblin, only for him to move out of the way._

_Spider-Man launched a quick web-line at the window and swung back around the room to try and jump at the Goblin, but the green-skinned villain flipped his glider over and Spider-Man was sent into the window behind him. She then dodged a pair of finger bolts and she hastily webbed a pair of chairs and threw them at the Goblin, only for them to break on impact with the glider and she got nailed in the chest with a finger bolt, and while it didn’t hurt per say, it still sent her back through the window and into a free fall._

_She quickly launched a web-line at building and the time suddenly went back to the present._

\-----------------

Spider-Man shot a web-line at the Goblin, only for him to throw a trio or pumpkin boomerangs at her and she dodged two of them but used a table to shield herself from the third one and six more. She swung up from the floor after the Goblin, running upside down along the underside of a walkway and dodged shots fired at her from the villain, leaping from one table to the next and on the last jump she landed on the glider, and proceeded to grab the Goblin in a strengthened bear hug.

“Oh, did you want a ride? Keep our guests comfy boys.” Goblin said to the pumpkin masked people. “I’ll be back, in a New York minute!” he said before crashing through the window again, this time taking one of the support beams with in and flew out into the city.

“Seriously Gobby, do you have a license for this thing?” Spider-Man questioned before she was shoved off the glider, but she quickly launched a web-line onto the bottom of the glider and was carried up into sky, only to get ditched after the Goblin did a loop-de-loop. She then tried sending out a web-line on her right hand, only for nothing to happen. ‘ _Don’t panic  
Spidey, still one web shooter left_.’ She thought and tried to other hand, only to get the same result. ‘ _Okay, not you can panic_.’ She added before free falling and she snapped out her panic before she remembered the spares. ‘ _Luckily I remembered to never leave without spares-_ anymore.’ She thought taking out the cartridges from her belt and put them into her web shooters. “Yes! Web head: one. Gravity: zero.” She cheered as she swung between two semis, only to get slammed into an OsCorp sign and hit again on the way down.

“You know the old saying, if you can’t join ‘em, _beat_ ‘em!” The Goblin said throwing half-a-dozen orange pumpkin boomerangs at her.

“Took the words out of my mouth.” Spider-Man said moving out of the way. “Is that a felony?” she asked as she swung away.

“I certainly hope so.” The Goblin retorted. “ _This_ little goblin wouldn’t be caught dead committing a misdemeanor.” He said throwing another orange grenade at her.

“Ohhh. Nice banter.” Spider-Man said as the grenade hit the side of a building. “Aim still needs work.”

“Well, practice makes _perfect_!” The Goblin retorted throwing yet another grenade at her,

“Keep _telling_ yourself that.” Spider-Man deadpanned as she swung away through a construction zone, dodging two more grenades and swung under a crane. She landed onto of the crane and jumped up to dodge about a dozen boomerangs and webbed the grenade launched at her and she tried to send it back, only for Goblin to dodge the grenade.

Spider-Man jumped down as the Goblin came up from the green smoke that emitted from the grenade and kicked him in the face. “ _That’s_ for making me protect Tombstone.” She snarled and swung out of the way to avoid another grenade that was shot at her and landed high on a building side and watched the Goblin continue to fly backwards, but instead of him crashing, he _jumped over the building behind him_ and the glider went straight through it. “Okay wow.” Spider-Man said staring. “That’s just…wow.” 

The Goblin chuckled as he flew back at her and Spider-Man climbed up the side of the building of the skyscraper, the steel blade coming out of the glider as the Goblin continued chuckling madly. Spider-Man jumped over the Goblin and webbed the villain’s head, effectively pulling him off the glider and slammed him into the side of the building before she began webbing him in a net that was attached to a stone gargoyle .

“Now what’s so funny?” Spider-Man asked as the Goblin continued laughing.

“Just the special Fire and Brimstone Pumpkin I left behind, as a present for our Mr. Lincoln.” He replied. “Any minute now, the crème da la crème of New York City is going to paint the town _red_. Well the ballroom anyway.” He cackled.

Spider-Man felt her face drain of color and hustled back to the building they had been previously fighting in. As she arrived at the building and swung in through the window, she caught the tail-end of one of the pumpkin-masked thug’s statement. 

“…Keep everyone here until the Goblin comes back.”

“Or maybe _evacuate_ before the Goblin’s bomb goes off.” Spider-Man retorted. “Clear the room!” she called as she dodged a barrage of laser fire before landing on the wall above their heads. “What’re you doing? You _have_ to get out! Bad guys included.” She said webbing one laser gun and knocking another gun out of the way.

“We work for the Goblin.” The thug in the green shirt said adamantly.

“Every single blasted _fragment_ of you?” Spider-Man retorted.

“You’re _bluffing_.” 

“Is that a risk you’re prepared to take?” Tombstone questioned. “Especially when you’ve already taken so many.”

After a beat, the thugs fled.

“Everybody down the stairs! If the bomb goes off, the elevator won’t be safe.” A blond man who resembled Jameson said pointing at the stairs. “Ah, stay calm, don’t push. Go pop, I’m right behind you.” He said gesturing for Jameson to leave.

Spider-Man turned her attention to the problem at hand. “Okay, if I were an evil pumpkin, where would I hide?” she asked herself aloud as she began to flip over the tables, but noticed someone else had stayed behind. “Surprised _you’re_ sticking around.”

“My party, my mess.” Tombstone said knocking over another table before yanking a plant out of its pot and Jameson’s son came running back in.

“Spider-Man! The chandelier!” he yelled pointing to the fixture on the ceiling.

“Thanks! Now go!” Spider-Man exclaimed jumping up to the ceiling, and heard the pumpkin-shaped bomb begin to beep madly. She quickly leapt backwards after grabbing the bomb in between her feet and tied to web lines to it and launched the pumpkin through one of the holes in the window.

She watched the bomb explode in a flurry of green haze and she heard clapping from behind her. “You know, applause from _you_ …makes me want to shower.”

“Perhaps, but someone should point out I offered you a handsome salary to do just the sort of thing you did tonight. And instead, you’ve done the Big Man’s business for free. That, my heroic friend, is what grown-ups call…irony.” Tombstone replied before walking off.

Spider-Man narrowed her eyes behind her mask; the fact Tombstone averted using any male or female pronouns made her worry, but as she could just as well be feeling paranoid about the whole thing. She swung out one of the broken window and she headed back to the alley after finding that the Goblin has escaped her net and after putting her clothing back on, she e-mailed her photos to the Bugle from a cyber café by the school and headed down the hall before she stopped at her locker. 

Peter felt bad about ignoring whatever Aunt May had tried to give her, and opened her locker. She looked into the bag and felt a strange thrill go through her at the sight of a mixing blue shaded dress and her wig and contacts added, a small make-up compact even being added on. She felt her jaw drop and suddenly figured out what her aunt said about her changing her mind. 

While Peter didn’t want to take longer than she had too about getting back to the gym, her want of being in her ‘natural form’ so to speak, broke through and she comforted herself with the fact that there probably weren’t that many people there and any remaining could claim that ‘Jessica’ really did exist.

Yeah, _sure_.

Peter ducked into the boy’s washroom and changed out of _everything_ other than her bra and panties before sliding the dress on, the fabric fitting snugly against her body and she put the wig on over her hair, also putting the contacts in before leaving the stall, the sight of herself in a dress leaving her stunned momentarily. Though she could chalk it up to the surprise she felt _every time_ she ‘dressed up,’ and awkwardly put on a little eye-liner to bring out her eyes and applied red lip stick, the only two things she actually _knew_ how to apply.

Don’t ask.

She fixed up the wig to keep her brown hair out of sight and stared at herself for a moment before deeming herself ‘ready’ and grabbed the pack that contained her costume and her spider costume since the dress ended at her calves and the sleeves ended at her wrists but her shoulders were left bare, and her feet were clad in strapped flat black sandals as heels would have been _too_ uncomfortable.

She put the pack strap over her shoulder and went into the gym, not noticing some of the looks she was getting as her attention was focused on the fact Mary Jane was dancing with Hobie Brown. “Nice, you blew it again.” She muttered to herself as she as debated how to try and approach the redhead when she noticed that the girl was now walking over to her. “Um, hi.”

“Hi.” Mary Jane replied smiling.

“Uh, Peter said he was sorry but he had to stay late at the Bugle to sort out something and asked me to take you back to your aunt’s house.” She blushed shyly. “Uh, that is, if you’re okay with that.”

Mary Jane felt a grin starting too slid across her face. “Well, I was saving the last dance for Pete, but, you can have it…if you’re alright with that.” She said playfully.

Peter’s blush deepened and she stammered out her reply. “S-s-sure.” She said allowing herself to be lead onto the dance floor, the sound of slow music that couples danced too entering her ears and the rest of the area seemed to melt away and she didn’t notice the stares they were getting, particularly from the males that got elbowed by their dates. 

Peter was actually sad when the music ended and she sighed. “The bus, um, rolls around in a minute, so, uh, we better get going.” She said reluctantly.

“Sure.” Mary Jane replied smiling as the duo headed out of the gym. “Isn’t that the bag Peter was carrying?” 

“Oh, uh, yeah.” Peter replied nervously. “He asked me to pick it up for him since he didn’t want it to get left here.”

“You two must be close.” Mary Jane said with a smirk.

Peter rubbed her arm. “You have no idea.” She said with a bashful grin. To her immense surprise, she noticed the popular crowd was outside and was waiting for the bus too. She was about wish that they didn’t notice them, but her hopes were dashed when Liz turned around and saw her.

“Hi Jess!” she said and the rest of the group looked back at the duo. “Wow, you look amazing! Where have you been all night?”

Peter wondered if the girl was trying to make it up to ‘Jessica’ for being so cold to her before. “I’ve been…around.” She said vaguely.

While the boys in the group looked a bit stunned, the girls weren’t, as after the surprise of seeing her, Sally immediately said, “How can you be a _nerd_ when you look like…girls like us?”

Peter shrugged one slim shoulder. “I take care of myself.” She said, though her smile got a little forced after what came out of the blonde cheerleader’s mouth.

“And how can you be friends _with_ a nerd?” Sally shook her head as if this was a great tragedy.

“Speaking of which, where _is_ Peter?” Gloria asked looking around.

“Oh, he couldn’t come back, so he asked me to take Mary Jane home.” Peter replied. “Where’s Harry though?” This made both Kenny and Gloria look a little embarrassed.

The bus rolled around and the group plus the duo got onto the bus, and Peter was surprised when the blond jock that had made her high school like hell sat in the seat in front of her, a crown matching the one on Mary Jane’s head. “So, you really _do_ exist.”

Peter rolled her eyes. “I thought the picture your _girlfriend_ ,” she said pointedly but the blond didn’t even blink, “took was proof of my existence.” 

“Where have you been hiding before?” Flash questioned with a smirk.

Peter pursed her lips and found it ironic that the blond was trying to chat her up as to how he treated her ‘male’ self. “From you.” 

That actually seemed to send Flash for a loop and Liz looked at her with some surprise as well. The blond shook his head before putting on what he probably thought was a ‘charming’ smile, and while Peter was sure it would have worked on other girls, she knew better. “You, I think I have seen you someplace before.”

Peter knew that the line had _some_ semblance of truth as he had seen her face up close in her male disguise. “Yes,” she admitted sourly, “that’s why I don’t go there anymore.” She deadpanned, and Mary Jane hid her snicker behind a cough. The bus lurched to a stop after a while and Peter offered Mary Jane her hand. “Come on MJ, let’s go.”

Mary Jane smiled as she took the hand and the duo walked down the aisle and got off the bus. “You know Pete that was pretty funny.”

Peter smiled back. “You think so?-” her smile froze on her face before it turned to horror as what the redhead said registered in her brain. “I-I’m not Peter, I’m Jessica.”

Mary Jane kept the easy-going smile on her face. “It’s okay; I knew you were a girl all through the evening.”

Peter stared at her and her eyes widened. “How?” she asked slowly. “Did my aunt tell you?” she asked suspiciously.

Mary Jane chuckled and shook her head. “No, but I had my suspicions through the evening, and seeing you in this dress sealed it.”

Peter blinked at the girl stupidly. How was it that the only person who could know that she was a girl-aside from possibly Harry’s dad, but she really didn’t want to think about that now-was the person she’d just met. “You’re very perceptive.” She said finally. 

“Thank you.” Mary Jane beamed and they continued walking down the street. “And don’t worry, I won’t tell anyone as if you dress like a boy, I assume you have a reason you don’t want people to know you’re a girl.”

Peter felt the panic fade and was replaced with awe. “You didn’t get mad when I had to go to work, and now you understand that I don’t want people to know I’m a girl and won’t pry. You _really_ rock.” She said sighing happily. 

Mary Jane smiled once again. “So, can I still call you tiger, or would you prefer tigress?”

Peter felt herself blush down to her feet.


	15. Chapter 15

“My, you’re certainly in a good mood.” Aunt May said lightly as she watched Peter come down stairs. “Did it have anything to do with last night perhaps?”

Peter grinned as she hugged her aunt, her giddy feelings not dissolving in the least. “Yup! I was a little surprised that Mary Jane knew I was a girl, but we seemed to really hit it off.” She said sighing and put her pack over her shoulder before heading to the door, looking back over her shoulder beforehand though. “Oh, and thanks Aunt May for setting us up.” 

Peter left the house feeling _very_ good. She and Mary Jane had talked about mundane things, the redhead understandingly not asking or implying about why she was dressing as a boy. While Peter was now physically a girl, right down to the last detail that was going to happen later in the month if she was sure, but part of her mind was still that of a male.

And she couldn’t get over how attractive the redhead was.

While she was going to have to go out later at night to try and search out the whack job from the previous night, the dance had been actually pretty nice to go to. Granted, she found Flash trying to hit on her to be downright creepy, but hopefully her retorts had stopped _that_ in its tracks.

She decided to take the bus and when she’d arrived at school, she’d only met up with Gwen, as she could guess Harry was around his _popular friends_ that he ditched them for. “Hey Gwen.” She said softly.

Gwen smiled lightly. “So, I saw you with your date last night, thought you said you didn’t want to go.”

Peter grimaced, her good mood already dampening. “My aunt…er, _tricked_ me into going.” She said lamely as she rubbed her neck.

“So that girl that arrived at the end of the dance, that Jessica…” Gwen trailed off and looked strangely embarrassed. “Was that you?” she whispered.

Peter decided to take pity on her friend. “Yeah, it was.”

Gwen flushed. “Well, uh, you looked…really nice.” She admitted and then rolled her eyes. “Though I’m sure all the guys that were staring at you two dancing also thought so.”

“People were staring at us?” Peter asked raising her brows. She hadn’t paid that much attention to the other people remaining in the gym once she started to dance with Mary Jane; she was pretty sure that it was due to the euphoria she had been feeling. “Oh, I guess that’s…I actually don’t know what I’m supposed to think of that.”

She honestly _couldn’t_ figure out what to think about that information.

But she _did_ think about one thing. “You said you saw me at the dance, who did you go with?” she asked curiously.  
Gwen fidgeted. “Oh, um, I went with Eddie after he offered to take me since the person I wanted to go with said _he_ wasn’t going.”

Peter missed the meaning of the inflection on the word ‘he.’ “Oh, who was it?” she asked looking genuinely curious again.  
“It…it was no one really, didn’t seem interested.” Gwen mumbled.

Peter shook her head as she walked past her friend. “Well it’s their loss right?” she questioned walking into the school.

Gwen found it a little sad that Peter had no idea she was talking about herself, and while Gwen wished for a second time that she could just forget ever hearing that distinctly feminine voice coming from Peter’s mouth…she couldn’t. She just… _couldn’t_. “Right…it’s their loss.”

\-----------------

The redheaded boy had been feeling on top of the world ever since he had been taking the Gobulin Green, the blackouts being a small price to pay. Sure, the Fall Formal had been a blow to his pride, but he felt actually sad that he had left, since he would have paid anything to see Pete all dolled up and looking as good as what he’d heard about how she had looked last night. 

And if what he’d heard had been _true_ , then he really felt bad about not staying. She was, uh, still his friend after all. And really, was it so strange to _appreciate_ what was right in front of him?

No, no it was not. 

He would admit, if only to himself, that after he found out his best friend was a girl, he really _had_ meant it when he called her pretty. But poor, oblivious Pete had taken it as a joke and laughed it off. 

The redhead then began to feel… _strange_ around his friend, even more so now than he already had been. The strangest thing to date was Pete hugging him, and what’s more, he _enjoyed_ it. 

It hadn’t taken him long to realize what _exactly_ he was starting to feel for his friend. 

And while the old him would have respected her decision and would have backed off because he thought that chasing after his _cross-dressing_ friend was a bad idea as she was dressed like a boy for a _reason_ , the new him gained enough confidence to pursue his friend _in spite_ of the cross-dressing.

It also never once occurred to him just how badly Pete might react to the advances.

\--------------------

Peter had once again waited inside a locker room stall for the rest of the boy’s gym class to leave before she opened the door and walked out in her street clothes. She grabbed her pack and noticed Harry standing by the door. “Hey, Har’. I would have thought you’d be gone to lunch with the popular crowd.” She said lightly, and while she was happy to see her friend, something   
just felt…off.

“And who says I can’t walk with my friend to the cafeteria instead?” Harry questioned as he went to stand beside Peter and casually put and arm around her shoulder.

Peter found the gesture innocent enough and didn’t find anything wrong with it. “I guess so…” she trailed off as the ‘innocent gesture’ became something distinctly more as the arm from her shoulder dropped to her waist in a manner that was _way_ to controlled to be an accident. “What are you doing?” 

“It’s just that, since we’re so close and all, that maybe you’d go out with me.” The redhead replied. 

Peter felt her pulse start to speed up, but it was out of panic. He wanted to _go out with her_? “Harry, that’s…it’s nice that you want to ask me out and all, but, you do realize that I dress like this for a reason, right?”

Harry’s face fell for a moment before he looked at her with an angered expression. “What, do you think you’re too good for me, or are you already going out with someone?” he asked angrily and there’s a touch of something else Peter couldn’t identify in the latter part of the sentence. 

Also at the second part of the sentence Mary Jane flashes through her mind and she involuntarily blushes. “Well, uh, you see…” she trailed off. 

Her redheaded friend cut her off, seeming to misunderstand the brunette’s nervousness. “Oh, I see it all right. You can go out all pretty with another girl, but you can’t stand the thought of going out with your friend!” he snapped.

“It’s not that, really, it isn’t, I just thought no one was interested in me.” Peter replied with only the former half of that sentence being a lie as she really was sure that no one was interested in her. 

Didn’t mean that _her_ interest hadn’t been piqued. 

“And, what if we did go out and it didn’t work? I just don’t want to ruin our friendship.” Peter continued.

“Oh spare me, that’s what girl’s say when they don’t wanna go out with one of their friends.” Harry muttered.

Peter thought about how he knew that since she didn’t know about that. And she couldn’t really be honest since it would mean that she’d have to admit she been turned _into_ a girl instead of being born one. That was the reason it was taking her so long to try and break the news to Eddie as he’d probably _see_ the difference. 

Peter decided to try a different tactic next as the longer she stood in the locker room, the more uncomfortable she got. “I’m sure you could do much better than me.”

Oh how much she wanted to slam her head into the wall at that moment. Self-deprecation much? 

Harry stared at her for a moment that lasted a little too long, his eyes flickering over her face before his shoulders slumped momentarily and a haughty expression came over his face. “Yeah, you’re right, I can.” He said coldly before walking out of the locker room.

Peter slumped her own shoulders in relief. While she was sure their friendship had just become a bit more strained, she really didn’t see her friend in the way he wanted her to see him. She’d been telling the truth though; she _didn’t_ want to ruin their friendship.

Peter was sure she was doing a good enough job of wrecking their friendship without adding any relationship possibilities to it to drive them further apart. 

And…if she was being honest with herself…she was starting to feel something for another redhead anyway.

\------------------------

“So I take it that something happened?” Gwen asked as Peter sat down bedside her.

Peter grimaced. “Harry asked me out.” She whispered.

Gwen’s shoulders stiffened, but she put on a bright smile. “Really? That’s great…”

“I turned him down.”

“…uh, too bad?” Gwen asked uncertainly.

“I was originally worried that Harry would freak out on me when he’d found out about me, but I just never thought he’d   
_ask_ me out.” Peter replied quietly. “He’s my friend, it’d be weird.”

“But what about when you went out with Eddie as Jessica?” Gwen asked quietly. “Wasn’t that weird?”

Peter blushed lightly. “One; it wasn’t a date, and two; it _was_ weird for me.” She replied softly. _‘Though the jury’s still out on what the heck caused me to_ …stare.’ She thought and resisted the urge to grimace. 

Her hormones were all out of sync with this whole ‘gender-bender’ mess. 

“So you wouldn’t object if I happened to say that Eddie expressed interest in seeing ‘Jessica’ again?” Gwen asked raising a brow.

Peter really did grimace as she thought it over, even though she knew had she been told this a while back her answer would have been to say ‘no’ right away. But now, well, as weird as it felt, she was still integrating the fact ‘guys are now an option’ into her head, so maybe seeing Eddie again _might_ be a good idea after all. 

If only to test the waters again.

“No, I wouldn’t object.” She finally said after careful thought.

Gwen raised both brows now, and while something else flashed in her eyes, she nodded. “Right, I’ll tell him you-or   
rather ‘Jessica’-said yes.” She replied and bit her lip. “Have you thought about just telling Eddie about you instead of tricking him like this?”

Peter sighed and put her hand to her cheek as she leaned against it. “Trust me, I’ve _thought_ about it and I’m not in any way taking it lightly. In fact, that’s the reason _why_ I’m taking so long to decide.” She replied and again used half-truths that her friends need not know about. “I’ve known him the longest, therefore he’s going to take it the hardest, and he’ll probably get very angry at me for keeping this a secret.” She added.

“Huh, I see your point.” Gwen replied thoughtfully. “But he might _not_ take it badly.”

While Peter was ever the optimist despite how many of her thoughts said otherwise, she could not honestly see Eddie being something other than angry. And that was at _best_. She didn’t even want to _think_ about him taking it badly, for she had an inkling it’s be a lot worse than just getting angry.

It’d probably involve throwing things, specifically at _her_.

Not that she could blame him if he did.

\-----------------

Peter walked down the street in her girl clothing, wig and contacts to the spot where she’d met Eddie previously. She saw her blond male friend sitting at an outside table and she walked over to the table and sat down. “Hello again.” 

The blond gave her an appraising once over and Peter blushed again, of only for the novelty of not being stared at so openly. “Hello to you too.” He returned. “And how are you?”

Peter shrugged as she moved a piece of black hair away from her face. “I’m fine.” She replied softly and smiled at him shyly. “Though I was surprised to hear that you wanted to see me again.”

“Why wouldn’t I wanna see you again?” The blond questioned and Peter felt her blush deepen. 

Despite the fact she’d started out _acting_ shy like how she said how ‘Jessica’ was to her friends, now she was really starting _be_ shy. Damn hormones. She’d barely known who she was before this whole gender-swap thing   
happened, and now she had to sort it all out again.

Well, might as well enjoy the ride. “Aw, you’re such a charmer.” Peter replied as she smiled again. “But, how are things between you and Peter?”

The blonde’s expression suddenly turned a shade darker. “Couldn’t you ask him yourself, you’re his _friend_ aren’t you? Or does he just get you to take his date’s home after he bails on them?”

Peter stared at him and wondered how he could come to that conclusion before she remembered that Eddie had also been at the Formal last night. “He was just busy and asked me to make sure his date got home safely.” She replied evenly, though there was a touch of defensiveness in her voice that she just couldn’t stop from seeping in. “Maybe this wasn’t such a good idea,” she said shaking her head and move to stand up, “I…I should go.”

“No wait, I…”

Peter held up a hand to stop Eddie from continuing. “No, it’s clear to me that you’re angry with him, and I’m sorry for bringing him up, but…” she paused and frowned to herself. “He’s still my friend, and until you can both talk it out or something, I don’t think I should see you for now.” she added and turned away before the blond could reply.

In the back of Peter’s mind though, she wondered if she’d just done the right thing, or if it was going to make things worse.


End file.
